Ceredex Value Advisors LLC

ITEM 5     FEES and COMPENSATION

Ceredex’s fees are competitive, and higher or lower fees may be available elsewhere for the same type of
services. Ceredex charges most of its clients a fixed-percentage fee per annum for investment advice
based on assets under management, payable quarterly in arrears. Assets under management include a
client’s uninvested cash position for which Ceredex does not provide investment advice. Fees may vary
based on account type and client services requested. Determining factors include: number and frequency
of reports and client meetings, individual security investments versus common or collective funds, mutual
funds, investment guidelines and restrictions, and account size.

Ceredex reserves the right to negotiate all fees and annual minimums based on individual client
considerations.

Initial fees are calculated based upon the number of days in the quarter the account came under
management. Subsequent quarters are billed in full unless clients terminate the relationship prior to the
end of the quarter, in which case the fee is prorated for the number of days prior to termination. Ceredex
will invoice the client or the client’s custodian directly as instructed by the client in the investment advisory
agreement. A client may authorize its custodian to debit its account for the investment advisory fee and
remit directly to Ceredex. It is important that you compare the client reports you receive directly from us
to the statements you receive from your custodian. Ceredex’s standard advisory contract is cancelable by
either the client or Ceredex 30 days after receipt or delivery of written notice. Other fee calculation methods
or termination conditions can be negotiated to accommodate special client requirements.
Ceredex’s basic advisory fee schedules, subject to negotiation based on the above-described factors, are
set forth below. If Ceredex is used by VCA or Virtus Investment Advisers, LLC (“VIA”) as subadviser in
providing advisory services to clients, such clients will not incur any increase in advisory or other fees as
a result of any such subadvisory arrangement. VCA or VIA will share its fees with Ceredex when Ceredex
is used to provide subadvisory services to VCA or VIA. Fees for individual accounts are primarily based
on the market value of the assets under management in accordance with the following schedules:
ADVISORY FEE SCHEDULES

 Concentrated Large Cap
 Value and Large Cap          Mid-Cap Value              SMID Cap Value             Small Cap Value
 Value
 0.60% on the first $10       0.75% on the first $10     0.80% on the first $10     1.00% on the first $10
 million                      million                    million                    million
 0.55% on the next $40        0.65% on the next $40      0.70% on the next $40      0.80% on the next $40
 million                      million                    million                    million
 0.45% on the next $50        0.55% on the next $50      0.60% on the next $50      0.75% on the next $50
 million                      million                    million                    million
 0.40% on all over $100       0.50 % on all over $100    0.55 % on all over $100    0.65% on all over $100
 million                      million                    million                    million
 Minimum          Annual      Minimum          Annual    Minimum          Annual    Minimum          Annual
 Fee $10,000                  Fee $15,000                Fee $15,000                Fee $10,000

In addition to Ceredex’s investment management fees, a client’s account pays trading costs. See Item 12
- Brokerage Practices. Ceredex does not custody client assets, thus a client will contract separately with a
qualified custodian and pay custody fees charged by its selected custodian.
Ceredex acts as adviser or subadviser to one or more Mutual Funds or unregistered funds or manage
accounts that may invest in such Funds or third party Funds.
Some of Ceredex’s affiliated persons accept compensation via an internal sales bonus for the sale of
securities or other investment products, including from the sale of affiliated Mutual Funds which pay
Ceredex an advisory fee. This practice presents a conflict of interest and gives Ceredex and its affiliated
persons an incentive to recommend investment products based on the compensation received, rather than
on a client’s needs. Ceredex addresses conflicts that arise, including disclosing the conflicts to clients.
The Firm’s affiliated persons do not typically talk with or promote products to individuals, but rather, talk
with platform partners and advisers about potential investments and those firms’ supervised persons have
the responsibility of assessing the needs of the end client. The Firm’s affiliated persons do talk directly
with institutional prospects and/or institutional clients.
Clients have the option to purchase investment products that we recommend through other brokers or
agents that are not affiliated with Ceredex.

ITEM 7     TYPES OF CLIENTS

Ceredex serves as subadviser to certain investment portfolios of registered investment companies,
including a family of Mutual Funds known as the Virtus Funds pursuant to a written subadvisory agreement
with (“VIA”). Ceredex subadvises collective trust funds. Ceredex also serves as subadviser to an Irish
Collective Fund, Undertakings for Collective Investment in Transferable Securities authorized under the
European Directive (“UCITS”). In addition, Ceredex provides investment advisory services to institutional
clients including pension and profit-sharing plans, endowments and foundations, governmental
entities,and other institutional entities. Ceredex contracts directly with the client for these services or acts
as subadviser to clients contracted with VCA pursuant to a written subadvisory agreement.
Ceredex provides model portfolios to sponsors of managed accounts who deliver investment advice to
clients through separate accounts.
Ceredex’s basic fee schedules for investment advisory services and supervisory services for institutional
separately managed accounts are generally subject to a minimum annual fee and an initial asset base.
However, fees and minimum initial set base amounts are subject to modifications and negotiations to
accommodate special client requirements.