Common use of Fees and Compensation Clause in Contracts

Fees and Compensation. Subject to applicable laws and regulations, Confluence retains full authority to negotiate the fees it charges to its clients for discretionary portfolio management and investment advisory services, including “single and dual contract” agreements with Financial Institutions to provide such services to the clients of such Financial Institutions as part of a UMA or Wrap Account arrangement, and to registered investment companies. Confluence also retains authority to negotiate the fees it charges for discretionary and non-discretionary investment advisory services, including agreements with Financial Institutions in connection with direct, mutual fund, model portfolio programs and to UITs. Confluence’s fees may be modified based upon the size of the account and the nature and level of services provided by Confluence. Confluence will offer certain clients a fee schedule that is lower than that of any other comparable clients. Confluence fees for discretionary accounts are based on a percentage of the value of the assets in the SMA for which Confluence is providing services, and the specific percentage amount is based upon the investment strategy selected and the amount of assets. Confluence fees for non-discretionary model portfolio recommendations are based on a percentage of the value of the overall assets at the Financial Institution with respect to which Confluence recommendations are made. Confluence retains full authority to negotiate the fees it charges for discretionary and non- discretionary advisory services. Confluence employees and family often pay reduced (as low as zero) management fees. Confluence fees are generally payable quarterly in advance, but certain Sponsors and accounts are billed in arrears as agreed between the client and Confluence, and clients authorize fees to be deducted from their accounts by the Custodian, or by direct payment by the client. Confluence advisory agreements generally can be terminated at any time by either party by giving thirty days’ written notice of such termination to the other party. Upon termination of the advisory agreement, the fee amount is generally prorated through the termination date and the difference is refunded. Confluence is not affiliated with any broker-dealer. Confluence sub-advises an open-end mutual fund and a closed-end fund for which it receives fees from the fund’s investment adviser for managing the investments. The closed-end fund may invest in business development companies (“BDCs”) and in real estate investment trusts (“REITs”) that, in turn, receive management fees for managing portfolio investments held by the BDCs or REITs. As such, the closed-end fund's direct fees and expenses, including the applicable management fee to the fund’s investment adviser and to Confluence, as sub-adviser, coupled with the compensation of the underlying managers of the BDCs and REITs, results in multiple levels of fees. The following fee schedules are representative of fees for discretionary portfolio management and investment advisory services only and do not include transaction or execution costs that may be incurred by the client. Clients may incur certain charges imposed by custodians, brokers, third- party investment and other third parties, such as fees charged by managers, custodial fees, deferred sales charges, odd-lot differentials, exchange fees, SEC fees, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and exchange-traded funds charge management fees and other expenses, which are disclosed in a fund’s prospectus. Such charges, fees and commissions are exclusive of and in addition to Confluence’s fee, and Confluence shall not receive any portion of these commissions, fees and costs. In addition, there can be brokerage commissions, including step-out costs, which are described below under Item 12 of this Brochure, titled Brokerage Practices. The Brokerage Practices section also describes the factors that Confluence considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). The standard fee schedule by strategy for discretionary SMA accounts offered through Financial Advisors and to institutional clients is as follows: Advisor Based Account Assets Annual Fee Annual Fee Annual Fee Annual Fee Annual Fee First $500,000 0.40% 0.60% 0.60% 0.80% 1.00% Next $500,000 0.35% 0.55% 0.55% 0.70% 0.90% Over $1,000,000 0.30% 0.50% 0.50% 0.60% 0.75% Institutional Account Assets Annual Fee Annual Fee Annual Fee Annual Fee First $10,000,000 0.65% 0.75% 0.75% 0.90% 1.00% Next $40,000,000 0.35% 0.40% 0.40% 0.60% 0.80% Over $50,000,000 0.25% 0.30% 0.30% 0.50% 0.75% Annual fees range from 0% to 1.00% of account assets Confluence sales personnel are compensated based on a portion of the fees paid to Confluence for advisory services, creating a conflict in that they have an incentive to recommend higher fee- generating products. Other Confluence personnel are compensated based on individual performance and the growth of Confluence’s overall business. Confluence does not charge any performance-based fees (fees based on a share of capital gains on or capital appreciation of the assets of a client).

Fees and Compensation. Subject to applicable laws and regulations, Confluence retains full authority to negotiate the fees it charges to its clients for discretionary portfolio management and investment advisory services, including “single single- and dual dual-contract” agreements with Financial Institutions to provide such services to the clients of such Financial Institutions as part of a UMA or Wrap Account arrangement, and to registered investment companies. Confluence also retains authority to negotiate the fees it charges for discretionary and non-discretionary investment advisory services, including agreements with Financial Institutions in connection with direct, mutual fund, model portfolio programs programs, and to UITs. Confluence’s fees may can be modified based upon the size of the account and the nature and level of services provided by Confluence. Confluence will offer offers certain clients clients, Financial Advisors, or Financial Institutions a fee schedule that is lower than that of any other comparable clients. Confluence fees for discretionary accounts are based on a percentage of the value of the assets in the SMA for which Confluence is providing services, and the specific percentage amount is based upon the investment strategy selected and the amount of assets. Confluence fees for non-discretionary model portfolio recommendations are based on a percentage of the value of the overall assets at the Financial Institution with respect to which Confluence recommendations are made. Confluence rounds each accounts fees to the nearest dollar. Confluence retains full authority to negotiate the fees it charges for discretionary and non- discretionary advisory services. Confluence employees personnel and family often pay reduced (as low as zero) management fees. Confluence fees are generally payable quarterly in advance, but certain Sponsors and accounts are billed in arrears as agreed between the client and Confluence, and clients authorize fees to be deducted from their accounts by the Custodian, or by direct payment by the client. Confluence advisory agreements generally can be terminated at any time by either party by giving thirty 30 days’ written notice of such termination to the other party. Upon termination of the advisory agreement, the fee amount is generally prorated through the termination date and and, for fees in advance, the difference is refunded. For accounts in which Confluence calculates fees, the firm does not rebate fees for partial withdrawals of monies from or bill fees for additions of monies to existing accounts during the billing period. Confluence is not affiliated with any broker-dealer. Confluence sub-sub- advises an open-end mutual fund and a closed-end fund for which it receives fees from the fund’s funds’ investment adviser for managing the investments. The closed-end fund may invest invests in business development companies (“BDCs”) and in real estate investment trusts (“REITs”) that, in turn, receive management fees for managing portfolio investments held by the BDCs or REITs. As such, the closed-end fund's direct fees and expenses, including the applicable management fee to the fund’s investment adviser and to Confluence, as sub-adviser, coupled with the compensation of the underlying managers of the BDCs and REITs, results result in multiple levels of fees. Additional details regarding the fees charged to an investor in any such fund can be found in the fund’s prospectus and statement of additional information. The following fee schedules are representative of fees for discretionary portfolio management and investment advisory services only and do not include transaction or execution costs that may be incurred by the client. Clients may incur certain charges imposed by custodians, brokers, third- third-party investment investment, and other third parties, such as fees charged by managers, custodial fees, deferred sales charges, odd-lot differentials, exchange fees, SEC fees, transfer taxes, wire transfer and electronic fund fees, and other fees (including Wrap Account fees) and taxes on brokerage accounts and securities transactions. Mutual funds and exchange-traded funds charge management fees and other expenses, which are disclosed in a fund’s prospectus. Such charges, fees fees, and commissions are exclusive of and in addition to Confluence’s fee, and Confluence shall not receive any portion of these commissions, fees fees, and costs. In addition, there can be brokerage commissions, including step-out costs, which are described below under Item 12 of this Brochure, titled Brokerage Practices. The Brokerage Practices section also describes the factors that Confluence considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). The standard fee schedule by strategy for discretionary SMA accounts offered through Financial Advisors and to institutional clients is as follows: Advisor Based Account Assets Annual Fee Annual Fee Annual Fee Annual Fee Annual Fee Annual Fee First $500,000 0.60% 0.52% 0.40% 0.60% 0.60% 0.80% 1.00% Next $500,000 0.55% 0.47% 0.35% 0.55% 0.55% 0.70% 0.90% Over $1,000,000 0.50% 0.42% 0.30% 0.50% 0.50% 0.60% 0.75% Institutional Account Assets Annual Fee Annual Fee Annual Fee Annual Fee Annual Fee First $10,000,000 0.650.75% 0.71% Negotiated 0.75% 0.75% 0.90% 1.00% Next $40,000,000 0.35% 0.40% 0.38% Negotiated 0.40% 0.60% 0.80% Over $50,000,000 0.25% 0.30% 0.28% Negotiated 0.30% 0.50% 0.75% Annual fees range from 0% to 1.00% of account assets assets. Confluence sales personnel are compensated based on a portion of the fees paid to Confluence for advisory services, creating a conflict in that they have an incentive to recommend higher fee- generating products. Other Confluence personnel are compensated based on individual performance and the growth of Confluence’s overall business. Confluence does not charge any performance-based fees (fees based on a share of capital gains on or capital appreciation of the assets of a client).

Fees and Compensation. Subject to applicable laws and regulations, Confluence retains full authority to negotiate the fees it charges to its clients for discretionary portfolio management and investment advisory services, including “single single- and dual dual-contract” agreements with Financial Institutions to provide such services to the clients of such Financial Institutions as part of a UMA or Wrap Account arrangement, and to registered investment companies. Confluence also retains authority to negotiate the fees it charges for discretionary and non-discretionary investment advisory services, including agreements with Financial Institutions in connection with direct, mutual fund, model portfolio programs programs, and to UITs. Confluence’s fees may can be modified based upon the size of the account and the nature and level of services provided by Confluence. Confluence will offer offers certain clients clients, Financial Advisors, or Financial Institutions a fee schedule that is lower than that of any other comparable clients. Confluence fees for discretionary accounts are based on a percentage of the value of the assets in the SMA for which Confluence is providing services, and the specific percentage amount is based upon the investment strategy selected and the amount of assets. Confluence fees for non-discretionary model portfolio recommendations are based on a percentage of the value of the overall assets at the Financial Institution with respect to which Confluence recommendations are made. Confluence rounds each accounts fees to the nearest dollar. Confluence retains full authority to negotiate the fees it charges for discretionary and non- discretionary advisory services. Confluence employees and family often pay reduced (as low as zero) management fees. Confluence fees are generally payable quarterly in advance, but certain Sponsors and accounts are billed in arrears as agreed between the client and Confluence, and clients authorize fees to be deducted from their accounts by the Custodian, or by direct payment by the client. Confluence advisory agreements generally can be terminated at any time by either party by giving thirty 30 days’ written notice of such termination to the other party. Upon termination of the advisory agreement, the fee amount is generally prorated through the termination date and and, for fees in advance, the difference is refunded. For accounts in which Confluence calculates fees, the firm does not rebate fees for partial withdrawals of monies from or bill fees for additions of monies to existing accounts during the billing period. Confluence is not affiliated with any broker-dealer. Confluence sub-sub- advises an open-end mutual fund and a closed-end fund for which it receives fees from the fund’s funds’ investment adviser for managing the investments. The closed-end fund may invest in business development companies (“BDCs”) and in real estate investment trusts (“REITs”) that, in turn, receive management fees for managing portfolio investments held by the BDCs or REITs. As such, the closed-end fund's direct fees and expenses, including the applicable management fee to the fund’s investment adviser and to Confluence, as sub-adviser, coupled with the compensation of the underlying managers of the BDCs and REITs, results result in multiple levels of fees. Additional details regarding the fees charged to an investor in any such fund can be found in the fund’s prospectus and statement of additional information. The following fee schedules are representative of fees for discretionary portfolio management and investment advisory services only and do not include transaction or execution costs that may be incurred by the client. Clients may incur certain charges imposed by custodians, brokers, third- party investment investment, and other third parties, such as fees charged by managers, custodial fees, deferred sales charges, odd-lot differentials, exchange fees, SEC fees, transfer taxes, wire transfer and electronic fund fees, and other fees (including Wrap Account fees) and taxes on brokerage accounts and securities transactions. Mutual funds and exchange-traded funds charge management fees and other expenses, which are disclosed in a fund’s prospectus. Such charges, fees fees, and commissions are exclusive of and in addition to Confluence’s fee, and Confluence shall not receive any portion of these commissions, fees fees, and costs. In addition, there can be brokerage commissions, including step-out costs, which are described below under Item 12 of this Brochure, titled Brokerage Practices. The Brokerage Practices section also describes the factors that Confluence considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). The standard fee schedule by strategy for discretionary SMA accounts offered through Financial Advisors and to institutional clients is as follows: Advisor Based Account Assets Annual Fee Annual Fee Annual Fee Annual Fee Annual Fee First $500,000 0.40% 0.60% 0.60% 0.80% 1.00% Next $500,000 0.35% 0.55% 0.55% 0.70% 0.90% Over $1,000,000 0.30% 0.50% 0.50% 0.60% 0.75% Institutional Account Assets Annual Fee Annual Fee Annual Fee Annual Fee First $10,000,000 0.65% 0.75% 0.75% 0.90% 1.00% Next $40,000,000 0.35% 0.40% 0.40% 0.60% 0.80% Over $50,000,000 0.25% 0.30% 0.30% 0.50% 0.75% Annual fees range from 00 % to 1.00% of account assets asse ts. Confluence sales personnel are compensated based on a portion of the fees paid to Confluence for advisory services, creating a conflict in that they have an incentive to recommend higher fee- generating products. Other Confluence personnel are compensated based on individual performance and the growth of Confluence’s overall business. Confluence does not charge any performance-based fees (fees based on a share of capital gains on or capital appreciation of the assets of a client).

Fees and Compensation. Subject to applicable laws and regulations, Confluence retains full authority to negotiate the fees it charges to its clients for discretionary portfolio management and investment advisory services, including “single and dual contract” agreements with Financial Institutions to provide such services to the clients of such Financial Institutions as part of a UMA or Wrap Account arrangement, and to registered investment companies. Confluence also retains authority to negotiate the fees it charges for discretionary and non-discretionary investment advisory services, including agreements with Financial Institutions in connection with direct, mutual fund, model portfolio programs and to UITs. Confluence’s fees may be modified based upon the size of the account and the nature and level of services provided by Confluence. Confluence will offer certain clients a fee schedule that is lower than that of any other comparable clients. Confluence fees for discretionary accounts are based on a percentage of the value of the assets in the SMA for which Confluence is providing services, and the specific percentage amount is based upon the investment strategy selected and the amount of assets. Confluence fees for non-discretionary model portfolio recommendations are based on a percentage of the value of the overall assets at the Financial Institution with respect to which Confluence recommendations are made. Confluence retains full authority to negotiate the fees it charges for discretionary and non- discretionary advisory services. Confluence employees and family often pay reduced (as low as zero) management fees. Confluence fees are generally payable quarterly in advance, but certain Sponsors and accounts are billed in arrears as agreed between the client and Confluence, and clients authorize fees to be deducted from their accounts by the Custodian, or by direct payment by the client. Confluence advisory agreements generally can be terminated at any time by either party by giving thirty days’ days written notice of such termination to the other party. Upon termination of the advisory agreement, the fee amount is generally prorated through the termination date and the difference is refundedrefunded to the clients who pay fees in advance. Confluence is not affiliated with any broker-dealer. Confluence sub-advises an open-end mutual fund and a closed-end fund for which it receives fees from the fund’s investment adviser for managing the investments. The closed-end fund may invest invests in business development companies (“BDCs”) and in real estate investment trusts (“REITs”) that, in turn, receive management fees for managing portfolio investments held by the BDCs or REITsBDCs. As such, the closed-end fund's direct fees and expenses, including the applicable management fee to the fund’s investment adviser and to Confluence, as sub-adviser, coupled with the compensation of the underlying managers of the BDCs and REITsBDCs, results in multiple levels of feesfees and greater expense than would be associated with direct investment in the BDCs. The following fee schedules are representative of fees for discretionary portfolio management and investment advisory services only and do not include transaction or execution or execution costs that may be incurred by the client. Clients may incur certain charges imposed by custodians, brokers, third- third-party investment and other third parties, such as fees charged by managers, custodial fees, deferred sales charges, odd-lot differentials, exchange fees, SEC fees, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and exchange-traded funds also charge internal management fees and other expensesfees, which are disclosed in a fund’s prospectus. Such charges, fees and commissions are exclusive of and in addition to Confluence’s fee, and Confluence shall not receive any portion of these commissions, fees and costs. In addition, there can be brokerage commissions, including step-out costs, which are described below under Item 12 of this Brochure, titled Brokerage Practices. The Brokerage Practices section also describes the factors that Confluence considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). The standard fee schedule by strategy for discretionary SMA separately managed accounts offered through Financial Advisors and to institutional clients is as follows: All Cap Value Balanced Equity Income Global Hard Assets Global Large Cap Increasing Dividend Equity Account International Developed (IDEA) Emerging Markets Strategy: Asset Allocation International Growth Multi-Asset Income IDEA Plus REIT International Opportunities Small Cap Value Fixed Income Large Cap Value Specialty Finance BDC Value Opportunities Advisor Based Account Assets Annual Fee Annual Fee Annual Fee Annual Fee Annual Fee First $500,000 0.40% 0.60% 0.60% 0.80% 1.00% Next $500,000 0.35% 0.55% 0.55% 0.70% 0.90% Over $1,000,000 0.30% 0.50% 0.50% 0.60% 0.75% Institutional Account Assets Annual Fee Annual Fee Annual Fee Annual Fee First $10,000,000 0.65% 0.75% 0.75% 0.90% 1.00% Next $40,000,000 0.35% 0.40% 0.40% 0.60% 0.80% Over $50,000,000 0.25% 0.30% 0.30% 0.50% 0.75% Direct Accounts (previously referred to as Private Wealth) Annual fees range from 0% to 1.00% of account assets Confluence sales personnel are compensated based on a portion of the fees paid to Confluence for advisory services, creating a conflict in that they have an incentive to recommend higher fee- generating products. Other Confluence personnel are compensated based on individual performance and the growth of Confluence’s overall the business. Item 6—Performance-Based Fees and Side-By-Side Management Confluence does not charge any performance-based fees (fees based on a share of capital gains on or capital appreciation of the assets of a client).

Fees and Compensation. Subject to applicable laws and regulations, Confluence retains full authority to negotiate the fees it charges to its clients for discretionary portfolio management and investment advisory services, including “single single- and dual dual-contract” agreements with Financial Institutions to provide such services to the clients of such Financial Institutions as part of a UMA or Wrap Account arrangement, and to registered investment companies. Confluence also retains authority to negotiate the fees it charges for discretionary and non-discretionary investment advisory services, including agreements with Financial Institutions in connection with direct, mutual fund, model portfolio programs programs, and to UITs. Confluence’s fees may can be modified based upon the size of the account and the nature and level of services provided by Confluence. Confluence will offer offers certain clients clients, Financial Advisors, or Financial Institutions a fee schedule that is lower than that of any other comparable clients. Confluence fees for discretionary accounts are based on a percentage of the value of the assets in the SMA for which Confluence is providing services, and the specific percentage amount is based upon the investment strategy selected and the amount of assets. Confluence fees for non-discretionary model portfolio recommendations are based on a percentage of the value of the overall assets at the Financial Institution with respect to which Confluence recommendations are made. Confluence retains full authority to negotiate the fees it charges for discretionary and non- non-discretionary advisory services. Confluence employees personnel and family often pay reduced (as low as zero) management fees. Confluence fees are generally payable quarterly in advance, but certain Sponsors and accounts are billed in arrears as agreed between the client and Confluence, and clients authorize fees to be deducted from their accounts by the Custodian, or by direct payment by the client. Confluence advisory agreements generally can be terminated at any time by either party by giving thirty 30 days’ written notice of such termination to the other party. Upon termination of the advisory agreement, the fee amount is generally prorated through the termination date and and, for fees in advance, the difference is refunded. For accounts in which Confluence is calculates fees, the firm does not affiliated with any broker-dealerrebate fees for partial withdrawals of monies from or bill fees for additions of monies to existing accounts during the billing period. As described under Item 4—Advisory Business, Confluence sub-advises an open-end mutual fund and a closed-end fund registered investment funds for which it receives fees from the fund’s funds’ investment adviser for managing the investments. The closed-end fund (and the exchange-traded fund into which it may invest be reorganized) invests in business development companies (“BDCs”) and in real estate investment trusts (“REITs”) that, in turn, receive management fees for managing portfolio investments held by the BDCs or REITs. As such, the closed-end fund's direct fees and expenses, including the applicable management fee to the fund’s investment adviser and to Confluence, as sub-adviser, coupled with the compensation of the underlying managers of the BDCs and REITs, results result in multiple levels of fees. Additional details regarding the fees charged to an investor in any such fund can be found in the fund’s prospectus and statement of additional information. The following fee schedules are representative of fees for discretionary portfolio management and investment advisory services only and do not include transaction or execution costs that may be incurred by the client. Clients may incur certain charges imposed by custodians, brokers, third- third-party investment investment, and other third parties, such as fees charged by managers, custodial fees, deferred sales charges, odd-lot differentials, exchange fees, SEC fees, transfer taxes, wire transfer and electronic fund fees, and other fees (including Wrap Account fees) and taxes on brokerage accounts and securities transactions. Mutual funds and exchange-traded funds charge management fees and other expenses, which are disclosed in a fund’s prospectus. Such charges, fees fees, and commissions are exclusive of and in addition to Confluence’s fee, and Confluence shall not receive any portion of these commissions, fees fees, and costs. In addition, there can be brokerage commissions, including step-out costs, which are described below under Item 12 of this Brochure, titled Brokerage Practices. The Brokerage Practices section also describes the factors that Confluence considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). The standard fee schedule by strategy for discretionary SMA accounts offered through Financial Advisors and to institutional clients is as follows: Advisor Based Account Assets Annual Fee Annual Fee Annual Fee Annual Fee Annual Fee Annual Fee First $500,000 0.60% 0.52% 0.40% 0.60% 0.60% 0.80% 1.00% Next $500,000 0.55% 0.47% 0.35% 0.55% 0.55% 0.70% 0.90% Over $1,000,000 0.50% 0.42% 0.30% 0.50% 0.50% 0.60% 0.75% Institutional Account Assets Annual Fee Annual Fee Annual Fee Annual Fee Annual Fee First $10,000,000 0.650.75% 0.71% Negotiated 0.75% 0.75% 0.90% 1.00% Next $40,000,000 0.35% 0.40% 0.38% Negotiated 0.40% 0.60% 0.80% Over $50,000,000 0.25% 0.30% 0.28% Negotiated 0.30% 0.50% 0.75% Annual fees range from 0% to 1.00% of account assets assets. Confluence sales personnel are compensated based on a portion of the fees paid to Confluence for advisory services, creating a conflict in that they have an incentive to recommend higher fee- fee-generating products. Other Confluence personnel are compensated based on individual performance and the growth of Confluence’s overall business. Confluence does not charge any performance-based fees (fees based on a share of capital gains on or capital appreciation of the assets of a client).

Fees and Compensation. Subject to applicable laws and regulations, Confluence retains full authority to negotiate the fees it charges to its clients for discretionary portfolio management and investment advisory services, including “single and dual contract” agreements with Financial Institutions to provide such services to the clients of such Financial Institutions as part of a UMA or Wrap Account arrangement, and to registered investment companies. Confluence also retains authority to negotiate the fees it charges for discretionary and non-discretionary investment advisory services, including agreements with Financial Institutions in connection with direct, mutual fund, model portfolio programs and to UITs. Confluence’s fees may can be modified based upon the size of the account and the nature and level of services provided by Confluence. Confluence will offer offers certain clients clients, Financial Advisors or Financial Institutions a fee schedule that is lower than that of any other comparable clients. Confluence fees for discretionary accounts are based on a percentage of the value of the assets in the SMA for which Confluence is providing services, and the specific percentage amount is based upon the investment strategy selected and the amount of assets. Confluence fees for non-discretionary model portfolio recommendations are based on a percentage of the value of the overall assets at the Financial Institution with respect to which Confluence recommendations are made. Confluence rounds each accounts fees to the nearest dollar. Confluence retains full authority to negotiate the fees it charges for discretionary and non- discretionary advisory services. Confluence employees and family often pay reduced (as low as zero) management fees. Confluence fees are generally payable quarterly in advance, but certain Sponsors and accounts are billed in arrears as agreed between the client and Confluence, and clients authorize fees to be deducted from their accounts by the Custodian, or by direct payment by the client. Confluence advisory agreements generally can be terminated at any time by either party by giving thirty days’ written notice of such termination to the other party. Upon termination of the advisory agreement, the fee amount is generally prorated through the termination date and the difference is refunded. For accounts in which Confluence calculates fees, the firm does not rebate fees for partial withdrawals of monies from or ▇▇▇▇ fees for additions of monies to existing accounts during the billing period. Confluence is not affiliated with any broker-dealer. Confluence sub-advises an open-end mutual fund and a closed-end fund for which it receives fees from the fund’s funds’ investment adviser for managing the investments. The closed-end fund may invest in business development companies (“BDCs”) and in real estate investment trusts (“REITs”) that, in turn, receive management fees for managing portfolio investments held by the BDCs or REITs. As such, the closed-end fund's direct fees and expenses, including the applicable management fee to the fund’s investment adviser and to Confluence, as sub-adviser, coupled with the compensation of the underlying managers of the BDCs and REITs, results result in multiple levels of fees. The following fee schedules are representative of fees for discretionary portfolio management and investment advisory services only and do not include transaction or execution costs that may be incurred by the client. Clients may incur certain charges imposed by custodians, brokers, third- party investment and other third parties, such as fees charged by managers, custodial fees, deferred sales charges, odd-lot differentials, exchange fees, SEC fees, transfer taxes, wire transfer and electronic fund fees, and other fees (including Wrap Account fees) and taxes on brokerage accounts and securities transactions. Mutual funds and exchange-traded funds charge management fees and other expenses, which are disclosed in a fund’s prospectus. Such charges, fees and commissions are exclusive of and in addition to Confluence’s fee, and Confluence shall not receive any portion of these commissions, fees and costs. In addition, there can be brokerage commissions, including step-out costs, which are described below under Item 12 of this Brochure, titled Brokerage Practices. The Brokerage Practices section also describes the factors that Confluence considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). The standard fee schedule by strategy for discretionary SMA accounts offered through Financial Advisors and to institutional clients is as follows: Advisor Based Account Assets Annual Fee Annual Fee Annual Fee Annual Fee Annual Fee First $500,000 0.40% 0.60% 0.60% 0.80% 1.00% Next $500,000 0.35% 0.55% 0.55% 0.70% 0.90% Over $1,000,000 0.30% 0.50% 0.50% 0.60% 0.75% Institutional Account Assets Annual Fee Annual Fee Annual Fee Annual Fee First $10,000,000 0.65% 0.75% 0.75% 0.90% 1.00% Next $40,000,000 0.35% 0.40% 0.40% 0.60% 0.80% Over $50,000,000 0.25% 0.30% 0.30% 0.50% 0.75% Annual fees range from 0% to 1.00% of account assets Confluence sales personnel are compensated based on a portion of the fees paid to Confluence for advisory services, creating a conflict in that they have an incentive to recommend higher fee- generating products. Other Confluence personnel are compensated based on individual performance and the growth of Confluence’s overall business. Confluence does not charge any performance-based fees (fees based on a share of capital gains on or capital appreciation of the assets of a client).

Fees and Compensation. Subject to applicable laws and regulations, Confluence retains full authority to negotiate the fees it charges to its clients for discretionary portfolio management and investment advisory services, including “single and dual contract” agreements with Financial Institutions to provide such services to the clients of such Financial Institutions as part of a UMA or Wrap Account arrangement, and to registered investment companies. Confluence also retains authority to negotiate the fees it charges for discretionary and non-discretionary investment advisory services, including agreements with Financial Institutions in connection with direct, mutual fund, model portfolio programs and to UITs. Confluence’s fees may be modified based upon the size of the account and the nature and level of services provided by Confluence. Confluence will offer certain clients a fee schedule that is lower than that of any other comparable clients. Confluence fees for discretionary accounts are based on a percentage of the value of the assets in the SMA for which Confluence is providing services, and the specific percentage amount is based upon the investment strategy selected and the amount of assets. Confluence fees for non-discretionary model portfolio recommendations are based on a percentage of the value of the overall assets at the Financial Institution with respect to which Confluence recommendations are made. Confluence retains full authority to negotiate the fees it charges for discretionary and non- discretionary advisory services. Confluence employees and family often pay reduced (as low as zero) management fees. Confluence fees are generally payable quarterly in advance, but certain Sponsors and accounts are billed in arrears as agreed between the client and Confluence, and clients authorize fees to be deducted from their accounts by the Custodian, or by direct payment by the client. Confluence advisory agreements generally can be terminated at any time by either party by giving thirty days’ written notice of such termination to the other party. Upon termination of the advisory agreement, the fee amount is generally prorated through the termination date and the difference is refunded. Confluence is not affiliated with any broker-dealer. Confluence sub-advises an open-end mutual fund and a closed-end fund for which it receives fees from the fund’s investment adviser for managing the investments. The closed-end fund may invest in business development companies (“BDCs”) and in real estate investment trusts (“REITs”) that, in turn, receive management fees for managing portfolio investments held by the BDCs or REITs. As such, the closed-end fund's direct fees and expenses, including the applicable management fee to the fund’s investment adviser and to Confluence, as sub-adviser, coupled with the compensation of the underlying managers of the BDCs and REITs, results in multiple levels of fees. The following fee schedules are representative of fees for discretionary portfolio management and investment advisory services only and do not include transaction or execution costs that may be incurred by the client. Clients may incur certain charges imposed by custodians, brokers, third- party investment and other third parties, such as fees charged by managers, custodial fees, deferred sales charges, odd-lot differentials, exchange fees, SEC fees, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and exchange-traded funds charge management fees and other expenses, which are disclosed in a fund’s prospectus. Such charges, fees and commissions are exclusive of and in addition to Confluence’s fee, and Confluence shall not receive any portion of these commissions, fees and costs. In addition, there can be brokerage commissions, including step-out costs, which are described below under Item 12 of this Brochure, titled Brokerage Practices. The Brokerage Practices section also describes the factors that Confluence considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). The standard fee schedule by strategy for discretionary SMA accounts offered through Financial Advisors and to institutional clients is as follows: Strategy: All Cap Value Global Equity Income Balanced Equity Income Global Hard Assets Global Large Cap Emerging Markets Global Opportunities Increasing Dividend Equity Account (IDEA) Large Cap Equity Income International Developed International Equity Income IDEA Plus International OpportunitiesSmall Cap Value Asset Allocation Large Cap IDEA International Growth REIT Small-Mid Cap Value Fixed Income Large Cap Value Multi-Asset Income Specialty Finance BDC Value Opportunities Advisor Based Account Assets Annual Fee Annual Fee Annual Fee Annual Fee Annual Fee First $500,000 0.40% 0.60% 0.60% 0.80% 1.00% Next $500,000 0.35% 0.55% 0.55% 0.70% 0.90% Over $1,000,000 0.30% 0.50% 0.50% 0.60% 0.75% Institutional Account Assets Annual Fee Annual Fee Annual Fee Annual Fee First $10,000,000 0.65% 0.75% 0.75% 0.90% 1.00% Next $40,000,000 0.35% 0.40% 0.40% 0.60% 0.80% Over $50,000,000 0.25% 0.30% 0.30% 0.50% 0.75% Direct Accounts (previously referred to as Private Wealth) Annual fees range from 0% to 1.00% of account assets Confluence sales personnel are compensated based on a portion of the fees paid to Confluence for advisory services, creating a conflict in that they have an incentive to recommend higher fee- generating products. Other Confluence personnel are compensated based on individual performance and the growth of Confluence’s overall business. Item 6—Performance-Based Fees and Side-By-Side Management Confluence does not charge any performance-based fees (fees based on a share of capital gains on or capital appreciation of the assets of a client).