Bright Rock Capital Management LLC

Item 5 Fees and Compensation

 Bright Rock Fund Fees

 The Mid Cap Growth Fund and the Quality Large Cap Fund each compensate the Adviser for
 its services at the annual rate of 0.45% and 0.45%, respectively, of its average annual net
 assets, payable on a monthly basis. We have agreed to limit each Bright Rock Fund’s expense
 to 1.20% to 1.50% (depending on share class) of the percentage of average daily net assets of
 the Bright Rock Fund. We will pay to each Bright Rock Fund out of our management fees the
 amount of expenses in excess of such limits on a monthly basis.

 The fees paid to us by each Bright Rock Fund are paid in accordance with the management
 agreement between each Bright Rock Fund and Bright Rock Capital.

 Additional Fees and Expenses Incurred by Bright Rock Funds

 In addition to the fees and compensation described above, investors in the Bright Rock Funds
 are responsible for the fees, expenses, or charges described in the each Bright Rock Fund’s
 prospectus. Such fees, expenses, and charges include, but are not limited to, fees incurred for
 legal, audit, and custodial services provided to the Bright Rock Funds and transactions effected
 for the Bright Rock Funds such as brokerage and execution charges, markups, and commissions.
 For additional information regarding brokerage and execution charges, please see Item 12
 below.

D126993.2

Item 7      Types of Clients
  We offer investment advisory services to the Bright Rock Funds.

D126993.2