Guardcap Asset Management Limited

ITEM 5: FEES AND COMPENSATION

A.      Fees and Compensation

For most clients, GuardCap is compensated for services rendered based on a percentage of assets
under management. Fees charged to client accounts are based on a percentage of the market value
of assets under management (including cash balances), generally on a sliding scale.

GuardCap’s standard fee schedule for investment management services is disclosed below for
separate account client portfolios invested directly with GuardCap (we do at times maintain lower
fee schedules for wrap, Unified Managed Account (“UMA”), and dual contract programs and
platforms):

GuardCap Fundamental Global Equity:

First $25,000,000                     0.80 percent

Next $25,000,000                       0.75 percent
Next $50,000,000                       0.70 percent
Balance                                0.65 percent

Most clients are charged according to a standard schedule, but fees are at times negotiated within
a narrow range. Factors considered in negotiation include the duration of the client relationship,
the overall size of the relationship, as well as resources required to service the relationship. The
schedules above only reflect GuardCap’s investment management fee. See “Additional Fees and
Expenses” for more information on potential additional costs that could be associated with your
account.

Investors in funds should consult the applicable fund’s offering documents for a complete
description of fees and expenses associated with an investment. Other clients should refer to the
relevant investment management agreement or advisory agreement for further information on fees
and expenses.

Clients in model delivery programs pay a single fee to the relevant investment adviser, which may
include management, transaction, and custodial fees charged to the client account. GuardCap
receives a portion of the fee charged by the investment adviser for the model program. In some
circumstances, clients will see those fees payable to GuardCap itemized, and in other cases, they
will be bundled together with the fees charged by the relevant adviser.

B.      Payment of Fees

Fees are billed quarterly in arrears as directed in the client’s investment management agreement
and calculated based on the market value of assets in the investment account on the last trading
day of the calendar quarter. In any partial calendar quarter, fees are pro-rated based on the
number of days in which the account is open during the quarter. For purposes of calculating
GuardCap’s investment management fees, the market value of assets in the investment account
shall consist of the market value of securities and other investments held in the account,
including cash. In some cases, certain “qualified custodians” (e.g., broker‐dealers) allow
GuardCap to deduct advisory fees directly from client accounts. More information on these
types of relationships can be found in Item 15 – Custody.

C.      Additional Fees and Expenses

All fees paid to GuardCap for investment advisory services are separate and distinct from the fees
and expenses charged by the client’s custodian. Clients choose their own custodians and negotiate
those fees separately. You could pay brokerage commissions, transaction costs, custodial fees,
deferred sales charges, odd‐lot differentials, transfer taxes, wire transfer and electronic fund fees,
and other fees and taxes which are unrelated to the fees paid to GuardCap. Such charges, fees and
commissions are exclusive of and in addition to GuardCap’s investment management fee.
Additional details relating to other fees and expenses are found in Item 12 – Brokerage Practices.

D.      Additional Compensation

GuardCap and its employees do not accept compensation, including sales charges or service fees,
for the sale of securities or other investment products, including asset‐based sales charges or
service fees from the sale of mutual funds.

E.      Terminated Accounts

Clients can close their accounts by giving GuardCap written notice up to 30 days in advance,
although this notice requirement could be modified or waived. Final client fees will be prorated
through the termination date. Model program clients should refer to the respective investment
adviser agreement for termination methodologies and charges.

F.      Portfolio Valuation for Fee Calculation Purposes

GuardCap has a responsibility to accurately value the securities held in its clients’ accounts and to
mitigate any conflicts of interest that could occur. Valuation enables the Firm to accurately
calculate fees. To timely value client portfolio holdings, GuardCap uses independent custodial
pricing. If the client’s custodial pricing is unavailable, period-end valuations are provided through
a third-party pricing vendor. If custodial and vendor pricing is unavailable for a given security,
GuardCap’s Pricing Committee will estimate the security’s period-end fair value on a best-efforts
basis. GuardCap maintains written valuation policies and procedures in such event.

G.      ERISA Accounts

GuardCap is deemed to be a fiduciary to advisory clients that are employee benefit plans pursuant
to the Employee Retirement Income and Securities Act ("ERISA"), and regulations under the
Internal Revenue Code of 1986, respectively. As such, our Firm is subject to specific duties and
obligations under ERISA and the Internal Revenue Code that include among other things,
restrictions concerning certain forms of compensation. To avoid engaging in prohibited
transactions, GuardCap is permitted to only charge fees for investment advice about products for
which our Firm and/or our related persons do not receive commissions. ERISA Rule 408(b)(2)
requires full disclosure of our services and compensation and should be read in conjunction with
this Form ADV Part 2A and your investment management agreement with us.

ITEM 7:        TYPES OF CLIENTS

GuardCap offers its investment management services to institutional clients which includes U.S.
registered funds, European UCITS funds, pension and profit-sharing plans, insurance companies,
charitable organizations, corporations or other business entities, government entities, as well as
wrap fee and model-based programs sponsored by third-party providers of separately managed
accounts and unified managed accounts.

The minimum dollar value of assets necessary to establish a separate account is $10,000,000.

The minimum investment for funds advised by the Firm is typically $10,000,000 although some
funds or certain sub-funds may have a lower threshold and investors should refer to the relevant
offering document.

For funds not available to U.S. advisors, please contact us if you would like more information.
These minimums are negotiable and are in certain cases altered for wrap fee and model-based
program participants, as well as private fund investors. GuardCap will, at its sole discretion,
negotiate account minimums on a case-by-case basis, with the objective of ensuring that the Firm
meets its fiduciary obligation to achieve proper account diversification. The terms of GuardCap’s
provision of advisory services to clients are set forth in the applicable investment management
agreement.