Edgewood Management LLC

Item 5 – Fees and Compensation

Management Fee

The specific manner in which Edgewood charges fees is established in a client’s written agreement
with Edgewood. Clients in Edgewood’s Large Cap and Balanced strategies pay an asset-based
investment management fee of 1% per annum of assets under management. Edgewood’s minimum
account size is $5,000,000.

Wrap-fee advisory fees are payable in advance based on the total asset value of accounts at the end
of each quarter and range from 0.50% to 0.75% and are not negotiable. In the event of the
termination of any of the wrap-fee accounts, the program sponsor refunds the client the appropriate
portion of any pre-paid fees and adjusts the advisory fee paid to Edgewood the following quarter.
Fees paid to Edgewood by sub-advised clients are similarly refunded and adjusted.

General Information on Fees

Separately managed account fees and minimums are subject to negotiation.

Clients whose accounts predate this disclosure document are subject to pre-existing fee
arrangements which can differ from the above schedule. For its sub-advisory services to registered
investment companies and other pooled investment vehicles, Edgewood is paid a fee that is
separately negotiated with such funds and approved by the boards of directors of such funds.

Edgewood also offers performance-based fee arrangements for separately managed accounts
whereby the fee is based on an incrementally increased percentage of assets under management
based upon outperformance relative to a selected benchmark index. In measuring clients’ assets for
the calculation of performance-based fees, Edgewood includes realized and unrealized capital gains
and losses. Refer to Item 6 for a full discussion on performance-based fee arrangements.

While it is not anticipated that mutual funds will be included in clients' portfolios, money market
mutual funds can be used to 'sweep' unused cash balances until they can be appropriately invested.
Clients should recognize that all fees paid to Edgewood for investment advisory services are separate
and distinct from the fees and expenses charged by mutual funds to their shareholders. These fees
and expenses are described in each fund's prospectus. These fees will generally include a
management fee, other fund expenses, and a possible distribution fee.

Edgewood will generally bill its fees on a quarterly basis, however, certain clients pay fees monthly.
Investment management fees are charged 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 or other frequency as set
forth in the investment management agreement between Edgewood and the client. Fees for
registered investment companies and pooled investment vehicles are generally based on the average
daily net assets of the applicable fund. Clients elect to be billed in advance or arrears each calendar
quarter. Clients also elect to be billed directly for fees or to authorize Edgewood to directly debit fees
from client accounts by instructing the client’s custodian. Management fees are generally not
prorated for each capital contribution and withdrawal made during the applicable calendar quarter
unless specified in the client agreement. Accounts initiated or terminated during a calendar quarter
will be charged a prorated fee. Upon termination of any account, any prepaid, unearned fees will be
promptly refunded, and any earned, unpaid fees will be due and payable and will be calculated based
on the value of the assets on the termination date and prorated for the number of days during the
applicable timeframe in which the investment management arrangement was in effect. Edgewood’s
fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses
which shall be incurred by the client. Clients can incur certain charges imposed by custodians,
brokers, third party investment advisers and other third parties, such as fees charged by managers,
custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and
electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions.
Mutual funds and exchange traded funds also charge internal management fees, which are disclosed
in a fund’s prospectus. In addition, clients are also responsible for the fees/expenses charged by
custodians, including any transaction charges imposed by a broker-dealer with which Edgewood
arranges for the execution of clients’ securities transactions. Such charges, fees and commissions are
exclusive of and in addition to Edgewood’s fee, and Edgewood shall not receive any portion of these
commissions, fees, and costs. Please refer to Item 12 for additional information regarding brokerage
practices, including the factors that Edgewood considers in selecting or recommending broker-
dealers for client transactions and determining the reasonableness of their compensation (e.g.,
commissions).

Valuation
Valuations of securities for the purpose of establishing Edgewood’s fees are prepared as of the last
business day of each preceding calendar quarter, month or other agreed timeframe as may be
applicable, in which an investment advisory agreement is in full effect (“valuation date”). Securities
are valued according to the following guidelines:

1. Exchange traded securities are valued based on the last traded sales price on the valuation date,
   which Edgewood obtains from an independent source;
2. Over-the-counter securities are valued at NASDAQ official closing price on the valuation date; and
3. For certain private investments, Edgewood typically utilizes the periodic valuations as reported
   by the sponsor of the private investment to the extent available. In the absence of updated private
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Item 7 – Types of Clients

Edgewood’s clients include individuals, high net worth individuals, pension and profit-sharing plans,
trusts, estates, Taft-Hartley plans, foundations, endowments, state and municipal government
entities, pooled investment vehicles including private funds, investment companies, insurance
companies, corporations and other business entities.

Edgewood generally requires a minimum account size of $5,000,000 to open a Large Cap Growth
Portfolio. At its sole discretion, Edgewood can reduce minimums.