Cadence Capital Management LLC

Item 5 - Fees and Compensation

Separate Accounts
The fees charged by Cadence for such services for new separate accounts are a percentage of assets
under management. The basic fee schedules are as follows:

       Business Line                    Strategy                   Fee Schedule

                                                               0.70% - first $25mm

                                                               0.50% - next $25mm
                                    Focused Growth
                                                               0.30% - next $50mm

                                                              0.20% - over $100mm

                                                               0.50% - first $50mm
 Growth Equity Portfolios           Mid Cap Growth
                                                               0.30% - over $50mm

                               Small Cap Focused Growth          0.85% - all assets

                                                               1.00% - first $25mm

                                  Emerging Companies           0.75% - next $25mm

                                                               0.50% - over $50mm

       Business Line                     Strategy                   Fee Schedule
                              U.S. Equity Income               0.20% - all assets

                              U.S. Value                       0.20% - all assets

                              U.S. Momentum                    0.20% - all assets

                              U.S. Quality                     0.20% - all assets

                              U.S. Multifactor                 0.25% - all assets

                              EAFE Equity Income               0.30% - all assets

                              EAFE Value                       0.30% - all assets

                              EAFE Momentum                    0.30% - all assets
 Factor Focused Portfolios
                              EAFE Quality                     0.30% - all assets

                              EAFE Multifactor                 0.35% - all assets

                              EM Equity Income                 0.40% - all assets

                              EM Value                         0.40% - all assets

                              EM Momentum                      0.40% - all assets

                              EM Quality                       0.40% - all assets

                              EM Multifactor                   0.45% - all assets

                              Global Commodity                 0.30% - all assets

                              Global Multifactor               0.50% - all assets

                              ESG EAFE Equity Income           0.35% - all assets

                              EAFE Multifactor ADR             0.35% - all assets

                              Master Limited Partnership       0.35% - all assets

The fees for investment management services are generally calculated quarterly based on the
average of the three month-end market values (with accruals) for each account, including cash and
cash equivalents, as determined by Cadence, aggregated into a single total value, and applied at the
quarterly rate of one-fourth of the above fee schedule.

For periods less than a full calendar quarter, the fee is prorated on a daily basis based on the actual
number of days investment management services are provided and the actual number of days in
such quarter. Fees are invoiced to the client quarterly in arrears and may not be paid in advance or
deducted from clients’ assets.

In some cases, fees may be negotiated. Currently, Cadence has not entered into any performance
fee arrangements with clients.

Unless otherwise provided in the Investment Management Agreement, a client may terminate
Cadence’s authority to manage its account at any time by giving notice to Cadence however
Cadence's ordinary fees are earned and payable for thirty (30) days following such notice. In
addition, Cadence’s clients have the right to terminate Cadence’s services without penalty within
five (5) days of execution of the Investment Management Agreement by giving written notice to
Cadence within such five (5) day period. Upon termination, clients are responsible for the payment
of the pro rata portion of fees through the termination date. Cadence has the right to terminate an
investment advisory contract at the end of any month by giving 30 days prior written notice. Either
Cadence or client may terminate such contracts for any reason.

Fees for the Private Fund
For its services to the CGEF, Cadence will receive a management fee (the “Management Fee”),
calculated and payable monthly in arrears as of the last day of each calendar month.

The Management Fee will be equal to a percentage (the “Applicable Percentage”) of the capital
account of each limited partner at the end of each month (after taking into account any contributions
or withdrawals as of such date). A limited partner’s Applicable Percentage will be 1/12th of 0.35%
(0.35% per annum)

A pro-rated Management Fee will be assessed on any subscriptions accepted as of any date other
than the first business day of a calendar month. If all or any portion of a limited partner’s capital
account is withdrawn on a date other than the first business day of a calendar month, a pro rata
portion of the Management Fee paid for such month that relates to the withdrawn portion of the
capital account will be reimbursed to CGEF.

The General Partner may, in its sole discretion, (i) agree to a different Applicable Percentage with
a limited Partner or (ii) waive all or part of the Management Fee, from time to time, with respect to
certain limited partners, including but not limited to those who are affiliates of the General Partner
or Cadence.

Other Fees
...

Item 7 - Types of Clients
Cadence provides investment advisory and supervisory services to institutions, mutual funds, ETFs,
foundations and endowments, and a private pooled investment vehicle.

For new accounts Cadence generally requires a minimum account size of $1 million for the growth
strategies (described in Item 8) and $10 million for the factor focused strategies (described in Item
8).

With respect to the private pooled investment vehicle, a private fund, the details concerning
applicable investor suitability criteria are set forth in the fund’s offering documents and subscription
material. Although the General Partner has the authority to accept subscriptions for lesser amounts,
the minimum investment in the private fund is $1,000,000. Each investor is required to meet certain
suitability qualifications, such as being an “accredited investor” under Rule 501 of Regulation D of
the Securities Act of 1933, as amended.