Heronbridge Investment Management LLP

Item 5. Fees and Compensation

Funds

Heronbridge provides discretionary investment management services to Unitholders in its privately offered
commingled funds (the “Funds”) that are primarily invested in United Kingdom equity securities. The
following fee scale is applicable to Heronbridge’s fund for US investors, Heronbridge Value Equity Fund
(the “US Fund”):

        On the first $15,000,000                             1.00%
        on the next $25,000,000                              0.90%
        on the next $75,000,000                              0.70%
        thereafter                                           0.60%

The above fees apply to all US Fund Unitholders. A separate fee scale for Heronbridge’s Funds for non-
US investors, Heronbridge United Kingdom Equity Fund (“Offshore Fund”) and Heronbridge’s Exclusions
Fund, is available on request. Heronbridge members, shareholders and related parties are invested in the
Funds on the same terms, pay the same fees and have the same liquidity rights as other unaffiliated clients
in the Funds. No fees are waived.

Management fees paid by each Unitholder invested in the US Fund are based upon the market value of the
units held by the Unitholder rather than the value of the Fund itself. Management fees are normally payable
monthly in arrears and paid via the redemption of part of the units held by each Unitholder in the US Fund
on a monthly basis.

The Offshore Fund is invoiced on a monthly basis in arrears for the investment management services that
Heronbridge provides. Unitholders will incur brokerage and other transaction costs as described in
‘Brokerage Practices’. Investment management fees for the Exclusions Fund are normally payable monthly
in arrears and are paid out of assets of the Fund.

The Funds pay their own direct trading expenses. Direct trading expenses include brokerage commissions
related to trade execution, “bid-ask” spreads on securities trading, mark-ups, clearing fees, registration and
transfer fees, regulatory and governmental charges and duties, and transactional fees and expenses related
to its investments. The Funds are obligated to pay all income, capital gains and other taxes related to their
underlying investments. In addition, the Funds will be required to reimburse Heronbridge in some
instances, or the third party service providers to the Funds, for extraordinary legal expenses not otherwise
borne by Heronbridge, including expenses incurred to protect or promote the investment rights or
obligations of the Funds and legal, registration or accounting expenses incurred in connection with the
reclamation of foreign withholding taxes or, if applicable, maintaining a particular tax status.

Heronbridge pays for the costs of third party research directly out of its own financial resources. No
bundled brokerage commissions are incurred. Substantially all trades are done at a single execution only
rate of commission.

Heronbridge pays all routine legal, audit and accounting fees related to the Funds and the ongoing offering
of units as well as annual audit fees and tax return expenses (if any). Heronbridge pays any fees payable
to the Custodians, Depositaries, Trustees, Fund Administrators, Managers, Auditors, Tax Advisors and
other similar service providers of the Funds. Heronbridge has paid all expenses incurred in connection with
the organization and the formation of the Funds and will pay all costs associated with the ongoing issuance
of the units of the Funds so long as Heronbridge remains the appointed investment manager of the Funds.
The Funds are not required to raise a minimum amount in order to defray these costs and expenses. The
Funds are not required to reimburse Heronbridge in the event that the investment management fees are
insufficient to cover the expenses borne by Heronbridge.

29 June 2026 - Heronbridge Investment Management LLP – ADV Part 2A Brochure

Separate Accounts

Heronbridge provides discretionary management services to a small number of existing separate account
clients. Fees are generally payable on a quarterly basis in arrears. The fee scales for separate account
clients vary based on the length of a client’s relationship with Heronbridge and are set forth in the written
agreement with each client.

Clients invested in separate accounts pay their own direct trading expenses. Direct trading expenses include
brokerage commissions related to trade execution, “bid-ask” spreads on securities trading, mark-ups,
clearing fees, stock loan expenses, registration and transfer fees, regulatory and governmental charges and
duties, and other fees and expenses relating to investments. Clients invested in separate accounts are
obligated to pay all income, capital gains and other taxes related to their underlying investments. In
addition, Clients invested in separate accounts may be required to reimburse Heronbridge for extraordinary
legal expenses not otherwise borne by Heronbridge, including expenses incurred to protect or promote the
investment rights or obligations of the investors invested in separate accounts and legal or accounting
expenses incurred in connection with the reclamation of foreign withholding taxes. In addition, Clients
invested in separate accounts are responsible for paying their own legal, audit and accounting fees as well
as annual audit fees and tax return expenses (if any). Clients invested in separate accounts pay any fees
payable to their separately appointed Custodians, Trustees, Fund Administrators, Managers, Managing
Members, Auditors, Tax Advisors and other similar service providers.

Fee Rebate/Fee Adjustment Policy

Fees are not generally negotiable. However, Heronbridge will rebate fees paid by Unitholders invested in
the Funds or charge lesser fees to separate account clients as set forth in the written agreements with those
clients, based upon their relationship with Heronbridge, the assets invested, the timing of the investment,
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Item 7. Types of Clients

Each Fund, and not the underlying Unitholders in each Fund, is considered a Client for the purposes of the
Investment Advisers Act of 1940. Heronbridge makes investments on behalf of the Funds for the benefit
of the underlying Unitholders in each respective Fund. Units in the US Fund are sold only to US Unitholders
that qualify as “accredited investors” and “qualified purchasers” as defined under applicable US federal
securities laws. Units in Heronbridge’s Offshore Fund are sold only to Unitholders that qualify as “expert
investors” under applicable Jersey securities laws. The Exclusions Fund is an Irish domiciled UCITS fund.
With one primary exception, the Exclusions Fund operates on the same basis as Heronbridge’s other
commingled Funds. As described in the investment guidelines within its Governing Documents, the
Exclusions Fund does not invest in “tobacco securities”. A “tobacco security” is defined as an equity
ownership interest, either voting or non-voting, in any company whose primary business (based on the
issuer’s revenues or profits), as determined exclusively by the Investment Manager, is the cultivation or
manufacture of tobacco or tobacco products. The term ‘tobacco’ and ‘tobacco product’ includes
combustible tobacco, smokeless tobacco (e.g., chewing tobacco, moist snuff, snus), dissolvable tobacco,
heated tobacco products, electronic nicotine delivery systems, e-cigarettes, vaping devices and similar
technologies.

An investment in units of a Fund involves the risk of loss. Heronbridge has generally offered separate
account services to institutional clients, such as pension plans, foundations and endowments. Heronbridge,
in its capacity as investment manager, is responsible for reviewing and managing the holdings, and for
making appropriate recommendations to satisfy the respective investment goals of the Funds. Additional
information is available in the respective Agreement and Declaration of Trust, Private Offering
Memorandum and Subscription Agreement of the US Fund and the Prospectus and Subscription Agreement
of the Offshore Fund and the Exclusions Fund (hereafter referred to collectively as the “Governing
Documents”).

Heronbridge has been appointed as investment manager for three Funds. These are:
   • Heronbridge Value Equity Fund (the “US” Fund),
   • Heronbridge United Kingdom Equity Fund (the “Offshore Fund”) and,
   • Heronbridge Value Equity (Ireland) Trust - Heronbridge United Kingdom Equity Exclusions Fund
       (UCITS) (the “Exclusions Fund”).

Heronbridge also provides investment management services to separate account clients.

Conditions for Managing Accounts

Subject to the Governing Documents, the minimum initial subscription for units in the US Fund is US$5
million. Heronbridge will, in its sole discretion, accept or reject, in whole or in part, any investment or
impose conditions or restrictions on such investment. Unitholders may redeem all or part of their units in
the US Fund or the Offshore Fund on any dealing day by providing Heronbridge with written notice at least
ten (10) Business Days prior to the dealing day upon which the redemption is to be effective. Certain
documentation must also be returned at least eight (8) Business Days prior to such dealing day. There is
no minimum redemption size for redemptions from the Funds.

29 June 2026 - Heronbridge Investment Management LLP – ADV Part 2A Brochure

Unitholders in the Exclusions Fund may subscribe for units and/or to redeem on the first calendar day of
the month as well as on or immediately after the 15th calendar day of the month. The Exclusions Fund has
separate minimum initial, subsequent additional, and minimum redemption policies as required by law.
Unitholders may redeem all or part of their units in the Exclusions Fund on any dealing day by providing
Heronbridge with written notice at least seven (7) Business Days prior to the dealing day upon which the
redemption is to be effective. U.S. investors are not permitted to invest in the Exclusions Fund.

Additional information is available in the respective offering memorandum of each commingled Fund.

Transition Accounts

Heronbridge has the discretion to direct Unitholders making cash contributions or redemptions to use
transition accounts. Transition accounts are temporary custody accounts opened under a Fund’s general
legal structure. They are used to facilitate large subscriptions and withdrawals. The transition account
structure allows Heronbridge to invest cash contributions or liquidate holdings outside of a Fund’s direct
assets and therefore avoid impacting existing investors. By investing new cash flows or liquidating the
securities separately, the incoming or outgoing Unitholders bear their own market risk during the
investment or redemption periods (usually one month but this can be longer depending on market
conditions) as well as their own dealing costs. Heronbridge believes that these procedures safeguard the
benefits of commingled investing for all participants and represent a fair and equitable way of
accommodating periodic subscriptions and withdrawals. Prospective investors should refer to the specific
provisions of the Governing Documents for a complete discussion of transition accounts and the risks
involved therein.

Side letter Agreements

Heronbridge generally will consider entering into a side letter agreement only when rules governing the
investment by a specific Unitholder (such as state law or the governing documents related to such
Unitholder) in a Fund require a specific variation, provided that such change is not expected to materially
impact Heronbridge, other service providers to the Funds or other Unitholders. Even in those instances, it
is Heronbridge’s policy not to agree to any side letter or other similar agreements that grant any Unitholder
or group of Unitholders preferential rights with respect to the payment or timing of redemptions,
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