ITEM 5: FEES AND COMPENSATION
A. Advisory Fees and Compensation
Cedar Rock’s standard investment management fee terms are one per cent. (1%) per annum of the value
of the client account. The investment management fees are calculated and charged to clients either
quarterly or monthly in arrears based on the total market value of the assets in the client account
(including net unrealized appreciation or depreciation of investments and cash, cash equivalents and
accrued interest) on the last day of the quarter or month.
If a new client account is established during a quarter or month, as applicable, or a client makes an
addition to its account during a quarter or month, the investment management fee will be prorated for
Cedar Rock Capital Limited •Form ADV Part 2A • Page 5
the number of days remaining in the quarter or month. If a client’s investment management agreement
is terminated or a withdrawal is made from a client account during a quarter or month, the fee payable
to Cedar Rock will be calculated based on the value of the assets on the termination date or withdrawal
date and prorated for the number of days during the quarter or month in which such amount was in the
account.
Cedar Rock may extend lower fee terms to a client based upon the fee terms of such client’s business
relationship with the principals of Cedar Rock prior to the establishment of Cedar Rock. Cedar Rock
does not currently negotiate fees.
Cedar Rock does not waive the investment management fee for its employees who invest into the Cedar
Rock Funds except for investments in the Onshore Fund by the principal of Cedar Rock through an
account that is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
and for which the investment management fee is waived entirely to comply with ERISA.
Cedar Rock does not charge any performance based fees or receive any performance based allocations.
B. Payment of Fees
Onshore Fund
Cedar Rock charges its investment management fee monthly to the Onshore Fund. The Onshore Fund’s
independent administrator calculates the monthly fee payable to Cedar Rock as part of the calculation of
the Onshore Fund’s net asset value and this calculation is reviewed and approved by Cedar Rock prior
to payment of the fee. The Onshore Fund’s Manager (which is an entity controlled by Cedar Rock) then
instructs the Onshore Fund’s custodian to release the necessary funds from the Onshore Fund’s custodial
account for payment of the fee.
Separate Accounts
Cedar Rock bills its separate account clients quarterly or monthly, as applicable, for fees incurred. Fees
are generally calculated as at the last business day of each quarter or month, as applicable, and are billed
and payable in arrears. Cedar Rock does not allow its separate account clients to elect that Cedar Rock
deducts its fees directly from their account.
C. Other Fees and Expenses
In addition to paying investment management fees, clients of Cedar Rock are typically responsible for
all costs and expenses incurred in connection with the investments in their accounts, including custodial
charges, brokerage commissions; interest expenses; taxes, duties and other governmental charges;
transfer and registration fees or similar expenses; costs associated with foreign exchange transactions;
other portfolio expenses; and costs, expenses and fees associated with products or services that may be
necessary or incidental to such investments or accounts. In addition to the expenses set forth above,
each of the Cedar Rock Funds also pays legal fees, research fees and expenses, fees charged by
accountants, attorneys, auditors and administrators for their professional services and other expenses
Cedar Rock Capital Limited •Form ADV Part 2A • Page 6
including related to the relevant Cedar Rock Fund as described in greater detail in the Cedar Rock Fund’s
offering documents. For the purposes of cash management, client assets may be also invested in money
market mutual funds or other registered investment companies (“External Funds”). In these cases, the
client will bear its pro rata share of the investment management fee and other fees and expenses of the
External Fund, which are in addition to the investment management fee paid to Cedar Rock.
Cedar Rock pays for the cost of third party research (including all broker research) directly out of its own
financial resources. Item 12 - Brokerage Practices below describes the factors Cedar Rock considers in
selecting or recommending broker-dealers and determining the reasonableness of their compensation.
D. Cedar Rock’s clients do not pay fees in advance.
E. Transaction based compensation
Neither Cedar Rock nor any of its employees or officers (including any supervised person) will receive
any form of compensation as broker or agent for the sale of securities or other investment products by
any client account.