CornerStone Investment Partners LLC

Item 5 Fees and Compensation
General Fee Information
Unless an account is managed in a wrap fee program, fees paid to Cornerstone are exclusive of all
custodial and transaction costs paid to the client’s custodian, brokers or other third-party consultants.
Please see Item 12 - Brokerage Practices for additional information. Fees paid to Cornerstone are
also separate and distinct from the fees and expenses charged by mutual funds, ETFs (exchange
traded funds) or other investment pools to their shareholders (generally including a management fee
and fund expenses, as described in each fund’s prospectus or offering materials). The client should
review all fees charged by funds, brokers, custodians, Cornerstone and others to fully understand the
total amount of fees paid by the client for investment and financial-related services.

Approximately 100% of our revenue is generated from advisory fees. Our advisory fees are generally
based on a percentage of assets under management, and exclude costs that may be imposed by your
custodian, broker-dealer, and other third party managers or consultants. These additional costs may
include custodial fees, brokerage commissions, transaction fees, odd lot differentials, transfer taxes,
wire transfer and electronic fund fees and other miscellaneous fees and taxes on brokerage accounts
and securities transactions and other related costs and expenses. Additionally, securities traded on a
non-U.S. exchange may incur additional fees and expenses. Furthermore, Cornerstone has engaged
with certain clients on a flat fee basis.

Fees paid to Cornerstone are also separate and distinct from the fees and expenses charged by
mutual funds, ETFs (exchange traded funds) or other investment pools to their shareholders (generally
including a management fee and fund expenses, as described in each fund’s prospectus or offering
materials). The client should review all fees charged by funds, brokers, custodians, Cornerstone and
others to fully understand the total amount of fees paid by the client for investment and financial-
related services.

Advisory fees for any particular client or account are negotiable and may be lowered or waived under
certain circumstances, in our discretion. When negotiating advisory fees, certain factors may be
considered including but not limited to: strategy, capacity size of the strategy, asset size of the
account, complexity of the client situation, and similarity of the account to other accounts we manage,
and other factors including those utilized in assessing similarity of accounts. An early adopter fee may
be available with respect to certain strategies. It is not available to all prospects or clients and is
subject to the sole discretion of Cornerstone.

Most Favored Nation Clauses

We generally do not enter into advisory agreements with most favored nation (“MFN”) clauses.
However, certain clients have negotiated such clauses in their advisory agreements. These clauses
require us to decrease management fees charged to the MFN client if CIP enters into an advisory
agreement at a lower effective fee rate with another client based on certain criteria. The applicability of
an MFN clause may depend upon various factors as detailed in the applicable advisory agreement.
However, CIP does not agree to MFN clauses in all circumstances where clients are similarly situated.
Factors that may be considered in determining whether a client is similarly situated include, in each
case without limitation to: the nature of the client, including whether the client is an institutional or non-
institutional client, whether the account is a pension fund and, if so whether the account is a private or
public pension fund, the investment strategy selected by the client or employed by CIP with respect to

assets under management, the account type including whether the account is a “wrap account,” or
separately managed account, whether the SMA is structured as an investment account or a separate
vehicle, whether the client is a “launch” client or “early adopter” with respect to an account type, a
client type or client industry, the tenure of the client relationship, the amount of assets under
management, the methodology for the calculation of fees including whether certain assets or classes
of assets are subject to differing fees or inclusion or exclusion from fee calculations, whether the fees
are determined on a performance basis, whether fees were set pursuant to a competitive bidding
process, legal and regulatory requirements, and various other factors that may make the investment
mandate or account different in any material respect from other accounts.

Portfolio Management Fees for Institutional client
The annual fee schedule, based on a percentage of assets under management, is as follows:

Institutional Client Large Cap Fee Schedule
First $25,000,000                0.60%
Next $25,000,000                  0.50%
Thereafter                        0.35%

Institutional Client Mid & SMID Cap Fee Schedule
First $10,000,000                0.90%
Next $40,000,000                 0.75%
Thereafter                       0.50%

Institutional Client Small Cap Fee Schedule
First $10,000,000                1.00%
Next $40,000,000                  0.75%
Thereafter                        0.50%

Cornerstone may, at its discretion, makes exceptions to the foregoing fee structures or negotiate
special fee arrangements where Cornerstone deems it appropriate under the circumstances.

Portfolio management fees are generally payable quarterly, in arrears. If management begins after the
start of a quarter, fees will be prorated accordingly. For accounts of $1 million or greater, fees will be
prorated for asset flows that equal or exceed 30% of the account value.

Either Cornerstone or the client may terminate their Investment Management Agreement at any time,
subject to any written notice requirements in the agreement. In the event of termination, any fees due
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Item 7 Types of Clients
Cornerstone serves pension and profit-sharing plans, corporations, state or municipal government
entities, other pooled investment vehicles, Registered Investment Companies, trusts, estates,
individuals and charitable organizations. Cornerstone does not impose a minimum portfolio size or
minimum annual fee on Institutional. When serving as the asset manager to clients of other
investment professionals, Cornerstone requires a $100,000 minimum portfolio size to engage its asset
management services. At the discretion of Cornerstone, the minimum amount to open such accounts
may be lowered.