NewSouth Capital Management Inc

Item 5 – Fees and Compensation
       NewSouth provides its investment management services to clients on a discretionary basis. As of the
date of this Brochure, NewSouth provided discretionary advice to all of its clients.
        All of NewSouth’s fees are based on the market value of account assets. Actual fees and minimum
fees may be negotiated in certain instances and vary from the schedules below due to a client   ’s specific
circumstances, including the total amount invested with NewSouth across multiple accounts, the level of
services provided, or other business considerations. Performance -based fee arrangements are available to
institutional clients, subject to negotiation, upon request of a client. The specific manner in which fees are
charged is established in the client
                                   ’s written advisory agreement with NewSouth. Generally, fees are payable
quarterly and determined by the market value of the account assets at the end of each calendar quarter.
NewSouth’s fees are generally not payable in advance; however, a limited number of clients who prefer to
pay in advance are permitted to do so. 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. In most cases, clients authorize payment of
NewSouth’s fees from their account assets upon presentation of a statement to the     ’s custodian.
                                                                                         client     Clients
may also elect to be billed directly for fees.
       NewSouth’s basic fee schedule:
                              Small Cap Value and Small/Mid Cap Value
                                    1.00% - on the first $25 million
                                   0.85% - on the next $25 million
                                       0.75% - over $50 million

                                Mid Cap Value and Value Opportunity
                                   0.75% - on the first $25 million
                                   0.65% - on the next $25 million
                                      0.60% - over $50 million

        For balanced accounts, NewSouth charges 0.70% on the first $25 million, 0.60% on the next $25
million and 0.50% on amounts over $50 million. For intermediate fixed income and cash management
accounts, NewSouth charges 0.40% on the first $25 million, 0.35% on the next $25 million and 0.30% on
amounts over $50 million. As an accommodation to certain clients, NewSouth also manages short -term
fixed income and cash accounts at negotiated fees that are comparable to its fees for managing intermediate
fixed income.
      NewSouth receives as sub-advisory fees a portion of the wrap fees charged by Wrap Program
sponsors to their customers. These fees may vary by asset class and investment style, but generally range
from 0.50% to 0.60% of the market value of account assets.
       NewSouth also receives as sub-advisory fees at the rate of 0.75% on the first $25 million, 0.65% on
the next $25 million and 0.60 over $50 million, from an institutional (registered investment adviser
(“RIA ”)) client for which NewSouth performs investment -advisory
                                                           sub       services.

        With respect to the CIT, NewSouth receives a portion of the annual fee charged by the Trustee that
is paid monthly in arrears. The fee that NewSouth receives depends on the operating expenses of the CIT
Funds and other factors. The fees paid by the CIT Funds vary by asset class and share class, range from
0.55% to 0.80% of assets under management, and generally decrease as asset levels rise.
       The Private Fund pays NewSouth an annual management fee equal to 1.5% of assets under
management, payable quarterly in arrears. Investment in the Private Fund is restricted to a limited number
of investors who meet certain qualifications. The Private Fund is offered pursuant to a private placement
memorandum.
        NewSouth’s fees do not include brokerage commissions, transaction fees, or other investment      -
related costs and expenses that will be incurred by clients. Clients may incur additional charges imposed by
third parties such as custodial fees, transfer taxes, foreign dividend taxes, wire transfer and electronic fund
fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds in which
client accounts are invested also charge sales loads and management and other fees that are disclosed in the
fund’s prospectus and affect the value of clients
                                              ’ investments. Exchange traded funds(“ETF ”) in which client
accounts are invested charge management and other fees that are disclosed in the ETF    ’s prospectus and
affect the value of clients
                         ’ investments. These charges are exclusive of and in addition to NewSouth ’s fee.
NewSouth does not have a revenue sharing or similar arrangement in place with any third party and does no
receive any portion of the amounts charged by the mutual funds and ETFs it recommends to clients.
       Item 12 further describes the factors that NewSouth considers in selecting or recommending-broker
dealers for client securities transactions and determining the reasonableness of their compensation.

Item 7 – Types of Clients
        NewSouth primarily provides portfolio management services to separate account institutional clients
such as corporate pension and profit
                                  -sharing plans, public pension funds, banks, trusts, estates,-Hartley
                                                                                                Taft
plans, collective investment funds, foundations, endowments, and other charitable organizations. NewSouth
also provides portfolio management services to private clients but not typical retail investors. NewSouth is
also the investment adviser to the CIT and the Private Fund and a sub
                                                                    -adviser to Wrap Program and RIA
clients.
      The minimum account size for separate account clients is generally $10 million. The minimum
account size may be waived or modified at NewSouth
                                              ’s discretion.
      The minimum investment for the Private Fund is established in its offering private placement
memorandum. The Trustee of the CIT determines the minimum account size for investors in the CIT
Funds, which is generally lower than those NewSouth requires of its separate account clients. When
NewSouth participates as a sub
                             -adviser in a Wrap Program, the program sponsor typically determines the
minimum account size. Wrap Programs generally have lower minimums than those NewSouth requires of its
separate account clients.