Brown Advisory Ltd

ITEM 5 FEES AND COMPENSATION

STANDARD FEE SCHEDULES FOR PRIVATE CLIENTS

We manage assets for Private Clients seeking discretionary portfolio management services. Each client
receives personalized investment management services based on an analysis of the client's financial
circumstances, income requirements, risk tolerance, investment objectives and other pertinent factors.

Clients generally pay management fees based on a percentage of assets we manage for them. Fees are
not typically negotiated. However, fees may be negotiated depending on the particular circumstances of
the client, scope of services provided, size of account(s), service levels, reporting and other arrangements
as agreed with specific clients. In those instances, a client may pay more or less than the fees on our
standard fee schedule, and more or less than similar clients.

We receive management fees from our clients on a quarterly basis. Fees do not include fees for services
performed by the clients’ custodian(s).

Our Portfolio Managers work collaboratively with Brown Advisory’s research and asset allocation teams
to provide balanced account management services.

Although we generally target clients with $3 million of investable assets or more, from time to time we
will accept clients of smaller assignments depending on the client relationship, client service requirements
and other circumstances.

Provided below is the standard annual fee schedule for the investment management services we currently
offer Private Clients:

        Assets*                 Tiers               Fee per annum
                                                    (plus VAT if applicable)

        First £2 million        £0-2m               1.0%
        Next £3 million         £2-5m               0.8%
        Next £5 million         £5-10m              0.7%
        Next £10 million        £10-20m             0.5%
        Next £30 million        £20-50m             0.4%
        Above £50 million       >£50m               0.3%

*or the equivalent in the base currency of the client’s account

For charities and foundations a 25% discount on the standard fee rates will be offered.

FEE PAYMENT

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At the inception of the relationship and each quarter thereafter, we will notify the client’s custodian of
the amount of the management fee due and payable to us through our fee schedule and contract. Clients
provide written authorization to the custodian permitting our management fee to be paid directly from
the account(s) held by the custodian. The administrator checks our calculation on the assets on which the
fee is based. Nonetheless, underlying responsibility remains with Brown Advisory. The custodian will
deduct the fee from the account(s) on the basis of our instruction or, if the client has more than one
account, from the account designated to pay our management fee. Clients will receive statements from
us showing all transactions, positions and credits/debits into or from their account(s); the statements
after the quarter-end will reflect these transactions, including the management fee paid by the client to
us.

For private clients that are custodied with the firm’s preferred custodian, fees are calculated based on a
daily average of assets under management and are deducted automatically by the custodian and paid to
a fee account in the name of the firm on a quarterly basis.

Since clients will typically be billed pursuant to a GBP based fee schedule and the assets held in the
accounts will be denominated in USD, the management fee calculation will include an account currency
conversion to GBP from USD.

ADDITIONAL FEES AND EXPENSES

Management fees payable to us do not include all the fees the client will pay when we purchase or sell
securities for the client’s account(s). The fee schedule pertains to separate account management and does
not include custody fees, brokerage charges, fund expenses or related transaction costs. Custody fees will
vary depending on the custodian. All brokerage charges and related transaction costs are charged to the
client’s account(s) as they occur.

All fees paid to us for portfolio management services are separate from the fees and expenses borne by
any fund, limited partnership or private fund in which client assets may be invested, including funds or
partnerships advised by an affiliate of ours. Fees associated with these vehicles are detailed in the
corresponding prospectus and fund documents. It is common for different share classes to maintain
different fees. Certain share classes may receive more favorable fee structures. Although clients would
not bear any sales load for any Brown Advisory affiliated funds, they may be charged a sales load for any
unaffiliated funds.

There are many fees and/or expenses that clients may pay directly to third parties for any securities
purchased, sold or held in their account(s) under our management. We do not receive, directly or
indirectly, any of these fees charged to the client. They are paid to the client’s broker, custodian or the
relevant fund(s) or other investment(s) the client holds. These fees may include brokerage commissions,
transaction fees, exchange fees, regulatory fees, advisory fees and administrative fees charged by funds,
exchange traded funds fees, private funds fees, custodial fees, transfer taxes, wire transfer and electronic
fund processing fees, legal fees and commissions or mark-ups/mark-downs on security transactions.

CUSTODY FEES

The firm will work with outside organizations regarding custody arrangements for clients. These
relationships are tailored for the needs of our clients. Custodial fees are borne directly by clients and do
not exceed market standard rates for custody in the U.K.

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Typically, we will appoint a custodian as agent on behalf of our clients but clients are not required to utilize
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ITEM 7 TYPES OF CLIENTS

We generally provide investment management services to Private Clients. These include:

    1.   High net worth individuals and families
    2.   Individual retirement plans
    3.   Trusts
    4.   Estates
    5.   Charities
    6.   Corporates
    7.   Other taxable individual accounts
    8.   Pooled investment vehicles

Although we generally target Private Clients with a minimum of $3 million of investable assets, from time
to time we will waive the account minimum depending on the client relationship, client service
requirements and other circumstances.

In addition, investment management services may be provided under a sub-advisory arrangement with
an affiliate in respect of certain investment strategies or to institutional separately managed accounts.
Currently, the firm provides such services, including discretionary management, in respect of global equity
and global fixed income strategies.

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