O'shaughnessy Asset Management LLC

Item 5 — Fees and Compensation
           Our fees are usually based on a percentage of the client’s assets that we manage. Moreover, the
  only sources of compensation we receive are the assets under management fees earned from our clients,
  or, in the case of certain retirement plans, plan participants.
           We generally charge a fee for all assets we manage based on the schedule below. Fees may
  sometimes be negotiated, and, except for Canvas® engagements, our fee will typically be noted in the
  client's investment management agreement. For Canvas® engagements, our fee will be set forth on a
  separate E-page as referenced in the Canvas® Acknowledgment and Agreement.
        This is our general fee schedule for institutional, separately managed accounts (SMA) and unified
  managed accounts (UMA), (MM = million):

                                              Strategy Name                          Annual Fee

                                                                                   0.85% on first $25MM
                                                Small Cap Growth                   0.75% on next $75MM
                                                                                    0.60% over $100MM
                                                                                   0.80% on first $50MM
                                                Small Cap Value                    0.75% on next $50MM
                                                                                    0.70% over $100MM

                                             Small – Mid Cap Growth                0.65% on first $25MM
                                              Small – Mid Cap Value                 0.60% over $25MM

                                             Small Cap Opportunity                        0.92%

OSAM Strategies
                                        Global Equity International Equity
                                                                                          0.70%
                                                International ADR

                                                                                   0.90% on first $100MM
                                          International Small Cap Value            0.85% on next $100MM
                                                                                    0.80% over $200MM

                                             International Microcap                       1.15%

                                                    Microcap                              1.10%

                                    Strategy Name                              Annual Fee

                                        All Cap Core                 0.60% on first $25MM 0.55% over $25MM

                                                                             0.70% on first $25MM
                                     Enhanced Dividend
                                                                              0.65% over $25MM

OSAM Strategies                       Canadian Equity
                                                                          0.55% on first $25MM (CAD)
                                                                          0.45% on next $75MM (CAD)
                                                                           0.35% over $100MM (CAD)
                                    All Canadian Equity

                                 Emerging Markets Core ADR                          0.90%

                                      U.S. Large Cap
                                                                                    0.55%
                                     Defensive Stability

                                  Developed Markets ADR                             0.70%
                                    Defensive Stability
Defensive Strategies
                                   Emerging Markets ADR
                                                                                    0.90%
                                    Defensive Stability

                                     International ADR
                                                                                    0.70%
                                     Defensive Stability

                                   Market Leaders Growth

                                   Market Leaders Value
                                                                             0.55% on first $25MM
                                                                             0.45% on next $75MM
                                                                              0.35% over $100MM
                                    Market Leaders Core
US Large Cap
                                   Market Leaders Quality

                            Market Leaders Value – Canvas® Tax
                                        Managed
                                                                                    0.65%
                          Franklin Templeton US Large Cap 130/30 –
                                    Canvas® Tax Managed

                                  U.S. High Dividend Yield
                                        (Large Cap)                                 0.55%

                                  U.S. Dividend Growth V
                                                                                    0.55%
                                        (Large Cap)

                                  U.S. Dividend Growth X
Dividend Strategy Suite                 (Large Cap)
                                                                                    0.55%

                                 U.S. Dividend Growth ROIC
                                                                                    0.55%
                                         (Large Cap)
...

Item 7 — Types of Clients
We give advice to individuals (ultra-high-net-worth and high-net-worth), banks and thrift institutions,
mutual funds, foundations, endowments, family offices, pensions and profit- sharing plans, trusts,
estates, and charities, and as disclosed in Item 5 above. We usually will not manage a client’s investments
unless the client’s assets are greater than $250,000 for individuals who are introduced to us by
brokers and financial consultants, and $10,000,000 for institutions. We may, in our discretion, modify
our asset minimums, charge a lesser investment advisory fee and/or charge a flat fee, as disclosed
elsewhere in this brochure. As a result, similarly, situated clients could pay different fees. In addition,
similar advisory services may be available from other investment advisers for similar or lower fees.