River Road Asset Management LLC

Item 5: Fees and Compensation
A.   How We Are Compensated
The specific way River Road charges and calculates fees is established in writing between the client and River Road via
the investment management agreement. River Road invoices its clients for fees or is paid a fee based on the client’s
calculation without sending an invoice. Fees are typically calculated on a monthly or quarterly basis in arrears using
ending balances or average balances. River Road also has performance-based fee arrangements where the
performance fee component is calculated and invoiced using the methods described in the investment management
agreement. At the request of a client or their advisor/consultant, River Road will directly invoice the client’s custodian or
other third party for payment of River Road’s advisory fees. This process also includes directly uploading fee amounts
due to one or more custodian websites for processing. This arrangement could deem River Road as having the authority
to deduct advisory fees directly from these client accounts, which is a form of custody per SEC regulations.
Unless otherwise required under the investment management agreement, accounts initiated or terminated during a
billing period will be charged a prorated fee. Prorated fees are typically based on the number of days the account is
being managed during the billing period, but specific fee calculation methodologies are determined in writing between
the client and River Road and vary.
Fees for providing model portfolios are charged by the Wrap Program (defined in Item 4.D above) to the end clients at
the discretion of the Wrap Program. Some Wrap Programs charge the fees to the end client in advance and River Road
does not determine or have control over the Wrap Program’s practice with regards to refunding client fees if they
terminate the relationship during the billing period. River Road receives a portion of the wrap fee that is paid by the end
client, but River Road is paid fees from the Wrap Program and not directly from the end client. To the extent River Road
has been paid fees in advance by the Wrap Program, River Road will refund any excess fees as determined by the Wrap
Program.

B.   Standard Fee Schedule
River Road’s standard separately managed account fee schedule for each marketed investment strategy is below. Fees
are negotiable, and many client fee schedules vary from and are lower than the fee schedules indicated below
based on size of mandates, relationship type, service requirements, and other factors. The fee is waived entirely
when River Road is managing an account for River Road or River Road’s employees and family members. In some
instances, assets are aggregated across a client’s or an advisor/consultant’s relationship with River Road when
determining fees.
                                                                              Small-Mid Cap Value Equity and
                  Small Cap Value Equity                                       Small-Mid Cap Value Equity II

            First $10 million is 1.00% of assets                              First $10 million is 1.00% of assets

            Next $15 million is 0.95% of assets                              Next $15 million is 0.90% of assets

            Next $25 million is 0.90% of assets                              Next $25 million is 0.85% of assets

               Thereafter is 0.80% of assets                                    Thereafter is 0.75% of assets

                      Mid Cap Value                                    Large Cap Value and Large Cap Value Select

            First $10 million is 0.75% of assets                              First $10 million is 0.65% of assets

            Next $15 million is 0.60% of assets                              Next $15 million is 0.50% of assets

            Next $25 million is 0.55% of assets                              Next $25 million is 0.45% of assets

               Thereafter is 0.50% of assets                                    Thereafter is 0.40% of assets

                                                                           RIVER ROAD FORM ADV PART 2A - FIRM BROCHURE I PAGE 6

   Dividend All-Cap Value and Dividend All-Cap Value
                        ex-MLP                                                  Focused Absolute Value®

            First $10 million is 0.85% of assets                            First $10 million is 0.75% of assets

            Next $15 million is 0.80% of assets                             Next $15 million is 0.60% of assets

            Next $25 million is 0.75% of assets                             Next $25 million is 0.55% of assets

              Thereafter is 0.65% of assets                                    Thereafter is 0.50% of assets

C. Other Types of Fees or Expenses
Clients will incur brokerage and other transaction costs in addition to River Road’s fees. Please see Item 12 for more
information on brokerage.
Clients may also incur other types of fees and expenses, including but not limited to:
        fees charged by other investment managers,
        fees charged by consultants,
        custodial fees,
        withholding taxes,
        wire transfer and electronic fund fees,
        fees associated with trading in ADRs or Ordinaries, including converting to/from ordinaries,
        other fees and taxes on brokerage accounts and securities transactions, and
        mutual funds, exchange traded funds, and collective investment trusts or other collective vehicles internal
         management fees and other fund expenses, which are disclosed in a fund’s prospectus or other disclosure
         documentation.

Item 7: Types of Clients
River Road provides investment management services for the following types of clients:
       high net worth individuals, including trust accounts,
       investment companies,
       other pooled investment vehicles,
       pension and profit-sharing plans,

                                                                          RIVER ROAD FORM ADV PART 2A - FIRM BROCHURE I PAGE 7

        charitable organizations,
        federal, state and/or municipal government entities,
        corporations or other businesses not listed above, and
        Wrap Programs as a model portfolio provider as more fully described in Item 4.D.
River Road’s minimum account size and minimum fee requirements are determined on a case-by-case basis.