Geneva Capital Management LLC

Item 5 – Fees and Compensation
General Fee Information

Our management fee is based upon the fee schedule contained in the client’s investment management
agreement or other contract. The fee is typically calculated as a percentage of the account’s market value,
usually including cash or its equivalent and dividend accruals held for investment. Fees are negotiable based
on account size, service requirements and other factors. Existing clients may pay fees that vary from our
current fee schedules depending on the terms negotiated when those relationships were established. Assets
from related accounts may be aggregated for fee calculation purposes. Fees are waived for assets that are
monitored but not managed (unsupervised) by Geneva and for investments in mutual funds advised or sub-
advised by Geneva.

When Geneva prepares the fee, unless otherwise agreed, clients are billed quarterly, in arrears based on the
average of the month-end values for each of the three months compromising a quarter. Fees are prorated for
any partial calendar quarter at the beginning or end of a client relationship. At the client’s election, we bill our
fees directly to the client or to the client’s custodian. In both cases, clients receive an original fee invoice. In
addition to the fees for our advisory services, clients may incur separate third-party custody fees and brokerage
and transactions costs and, in the case of mutual funds and CITs, other administrative fees. For more
information about brokerage and transaction costs, please see Item 12 of this Brochure, entitled Brokerage
Practices.

When Geneva serves as an adviser or sub-adviser to a mutual fund, a collective investment trust (CIT) or a
wrap program, or provides a model portfolio to a financial institution, our fee may be calculated and paid by
the mutual fund or its adviser, CIT, wrap sponsor, or financial institution. In such instances, the timing of
payment is determined by the terms negotiated with each entity and, if applicable, set forth in each fund’s
prospectus or wrap agreement.

In certain limited circumstances where Geneva serves as sub-adviser in a wrap program, the wrap sponsor
may collect advisory fees in advance. If our sub-advisory contract is terminated before the end of a billing
period, wrap account clients will then obtain a refund of the pre-paid fee from the sponsor. The refund, if any,
is determined and paid by the wrap program sponsor and is generally calculated by prorating the quarterly fee
on a daily basis through the effective date of termination. Geneva does not collect advisory fees in advance.

Some of our institutional clients have negotiated “most-favored nation” fee arrangements. This means we have
agreed to charge a client the lowest fee charged to other, similarly situated clients — i.e., similar clients with
substantially the same investment objectives, style, and account size, among other factors. These agreements

may affect other clients in that we may be unwilling to negotiate lower fees in order to avoid the triggers built
into these agreements. In practice, we do not believe these agreements have negatively impacted other clients.

The summary below describes our advisory fees.

Institutions and Other Organizations

Geneva’s standard institutional fee schedules for our actively marketed investment strategies, which are
subject to change and may be negotiated, are described in Appendix A. These schedules have changed over
time. Existing clients may have different fee arrangements from those described in Appendix A.

High-Net-Worth Individuals

Our current management fee schedule for these clients generally begins at 1.00% of the value of assets under
management, but is negotiable based on investment style, asset allocation, client type, account size,
relationship size, service requirements, and other factors.

Wrap Accounts

Our wrap account clients are typically charged a bundled fee by the wrap program sponsor based on a
percentage of the account’s market value. The bundled fee generally covers charges for custody services,
brokerage commissions, investment management and other services as negotiated between the client and the
wrap program sponsor. Out of its bundled fee, the wrap program sponsor pays Geneva a quarterly fee for
providing investment management services. Our fee is based on a percentage of the account’s market value.
Fees paid (or owed) by clients to the wrap program sponsor for partial periods are determined in accordance
with the agreement between the client and the wrap program sponsor, including fee refunds (or payments)
related to terminated accounts.

Because the bundled fee in wrap programs typically include charges for brokerage services, wrap program
sponsors and their clients generally expect us to place trade orders through the wrap program sponsor or a
directed broker. In the unlikely event we were to execute trades for a wrap account with broker-dealers other
than the wrap program sponsor or directed broker, the client may be subject to additional commissions, trade-
away fees and other charges assessed by the sponsor. For information regarding directed brokerage accounts,
please see Item 12 of this Brochure, entitled Brokerage Practices.

Model Accounts

When we provide our model portfolios to financial firms, our fees are based on a percentage of the market
value of the accounts managed by the financial firm using our model. The financial firms calculate our fees
and pay us quarterly in arrears.

Account Valuation Practices

We use account market values to calculate investment performance and client fees, so it is important that
these values are as accurate as possible. Our account valuation policy and practices are described below.

We obtain security prices electronically each business day from Electra Information Services which receives
its data from a translation hierarchy of participating custodians. In the rare situation where a security price is
...

Item 7 – Types of Clients
Geneva provides investment management services to institutions, individuals (mostly through third-party wrap
fee programs), high-net-worth individuals, registered investment companies (mutual funds), registered
investment advisers, corporations, trusts, non-profit organizations, endowments, foundations, religious
organizations, pension plans, labor unions, collective investment trusts and government entities.

All clients are required to enter into an investment advisory agreement with us before we provide our services.
We generally require a minimum account size of $5 million in assets to establish a new institutional client
relationship. We may, however, accept lower account size in our discretion without making a lower account
size available to other clients. Wrap sponsors and high net worth accounts typically have significantly smaller
minimum or initial account sizes. The minimum account sizes may also be smaller for clients who employ our
advisory services for multiple accounts, related accounts, clients referred to us through consultant
relationships, and otherwise in our sole discretion.

We do not manage separate accounts for any of our employees or family members. However, some of our
employees or their family members have made investments in mutual funds that we manage. We also
recommend mutual funds that we manage to certain clients. This presents a possible conflict of interest, in that
it could create an incentive for us to favor the mutual funds over other clients. We maintain investment and
trade allocation policies and procedures designed to manage such conflicts of interest. In addition, we have
developed procedures to compare performance among client accounts managed under similar investment
styles to detect favoritism or unusual investment results.