Schneider Capital Management Corp

Item 5 – Fees and Compensation

Fees are calculated as a percentage of assets under management and are payable either
monthly or quarterly in arrears. Generally, SCM calculates the fee and invoices the
client during the month proceeding the calendar quarter. In some cases, the client
calculates the fee payable to SCM.

The standard advisory fee schedules in effect are described below. Certain clients may
have different fee arrangements. Fees may be subject to negotiation or modification
based on special circumstances such as the nature and size of the client relationship,
services provided to the client and other special circumstances applicable to a client
such as the type of product or the imposition of restrictions on the account. For
example, fees for accounts managed for non-profit/religious organizations or mutual
funds may differ from these schedules and may be negotiated based upon the factors
described herein and other relevant circumstances. SCM may negotiate its advisory fee
when personalized client services are provided under an Advisory Agreement, the cost
of which is embedded in the overall advisory fee, and are increased or decreased at the
request of the client.

As described in Item 6 below, Turnbridge, shares in the profits and losses of the
Partnership Fund and may be entitled to receive a performance allocation equal to a
percentage of net profits of the capital accounts in the partnership under certain
circumstances, as fully set forth in the private placement memorandum of the
Partnership Fund. Upon request by a Client and subject to negotiation, performance fees
are available to certain other advisory clients. SCM’s waiver of the stated minimum
asset size of an account may result in the imposition of a fee higher than the standard
advisory fee in the fee schedules.

Clients may be given an appropriate fee adjustment for multiple client accounts under
management, including client accounts in different investment products managed by
SCM. Reductions in the standard advisory fee may be applied when client asset
balances exceed predefined amounts. SCM may negotiate different discounts with
particular clients with multiple accounts based on considerations relating specifically to
such clients. SCM may, on a negotiated basis, aggregate assets of clients with multiple
accounts to determine the fee when the contractual fee schedule includes breakpoints.

Clients may pay fees different from the schedules listed herein based upon the schedules
in effect when Adviser’s services were retained.

The mutual funds and ETFs that SCM invest client assets in charge investment
management fees. Clients will incur those underlying management fees and the
management fees are in addition to SCM’s fee. In addition, clients will incur brokerage
and other transaction costs separately of SCM’s fee. Please see Item 12 for more
information regarding SCM’s brokerage practices.

Fee Schedule

The annual management fee for each strategy offered by SCM is as follows:

Smid Cap Value (formerly Value Equity)

      90 basis points on the first $20 million of assets under management
      75 basis points from $20 million to $50 million
      60 basis points on assets over $50 million
The minimum account size is $10 million

Small Cap Value

      100 basis points on the first $50 million of assets under management
      90 basis points on assets over $50 million
The minimum account size is $10 million

Large Cap Value

      70 basis points on the first $25 million of assets under management
      50 basis points from $25 million to $50 million
      40 basis points on assets over $50 million
The minimum account size is $10 million

Mid Cap Value

      80 basis points on the first $25 million of assets under management
      60 basis points from $25 million to $50 million
      50 basis points on assets over $50 million
The minimum account size is $10 million

All-Cap Value

      85 basis points on the first $30 million of assets under management
      70 basis points from $30 million to $70 million
      55 basis points on assets over $70 million
The minimum account size is $10 million

SCM, in its sole discretion, may accept accounts with a lower initial account size in any
product it offers to clients.

The Partnership Fund advisory fee is 1.00% of net asset value. SCM, in its sole
discretion, may waive all or a portion of its fee for certain investors in a private fund.
The Partnership Fund is also subject to the performance-based fees described in Item
6.

Mutual Fund Fees:
Schneider Small Cap Value Fund = 1.00% of average daily net assets.

SCM’s actual advisory fee for the Schneider Small Cap Value Fund may be lower than
the contractual fee listed above as a result of waiving all or a portion of its fee to
maintain a targeted total annual fund operating expense ratio.

Portfolio Valuation for Fee Calculation
    Institutional Separate Accounts (including unaffiliated registered investment
       companies)”: As set forth in the client’s adviser agreement with SCM, portfolio
       valuations are generally determined by either (i) SCM, using its own asset
       valuations (ii) the client’s custodian or (iii) a third-party administrator. SCM’s
       valuations are generally based upon information that SCM receives from third-
       party pricing vendors, and may be higher or lower than the portfolio valuation
       calculated by a custodian bank or administrator. If no pricing vendor
       information is available or SCM does not agree with the vendor’s valuation,
       SCM uses various methods to determine a fair value.

      Schneider Mutual Fund: The net asset value of the Schneider Mutual Fund is
       calculated by the Fund administrator once daily at the close of regular trading
       hours on each day the New York Stock Exchange is open. If market quotations
       are unavailable or deemed unreliable by the Fund administrator, SCM
...

Item 7 – Types of Clients

SCM provides portfolio management services to the types of clients described below.
Where relevant, this disclosure also includes information about the minimum account
size necessary to open and maintain a client account. See Item 5 for a discussion of
SCM’s compensation for managing each of the following types of client accounts.

Institutional Separate Accounts
SCM provides portfolio management services to Institutional Separate Accounts.
SCM’s management of the institutional client’s separate account will be consistent with
the particular investment strategy or strategies the client selected for that account.
Clients may impose certain limitations and restrictions on SCM’s discretionary
authority. The menu of investment strategies which SCM may make available to
Institutional Separate Account clients is shown below.

Equity Strategies
Small Cap Value
Mid Cap Value
Large Cap Value
Smid Cap Value
All Cap Value

The account minimum for an institutional client separate account is $10 million. SCM,
in its sole discretion, may waive account minimums for any strategy it offers.

Schneider Mutual Fund
SCM is the investment adviser to the Schneider Small Cap Value Fund, an investment
portfolio of The RBB Fund, Inc., which is a diversified, open-end management investment
company registered under the Investment Company Act of 1940.

SCM’s service to the Fund is overseen by the Fund’s Board of Directors. Additional
information about the Fund’s investment objective, strategy and risks, can be found in
the Fund’s prospectus and statement of additional information. These documents are
publicly available through SCM’s website (www.schneidercap.com) or through the
EDGAR database on the SEC’s website (www.sec.gov) and may be obtained free of
charge by contacting the Schneider Funds at 1-888-520-3277.

Private Investment Funds
Drake Energy Fund, L.P. (the “Partnership Fund”) operates as private, unregistered
investment fund. SCM provides investment adviser and certain administrative services

to the Partnership Fund. See Item 4 for additional information about the ownership of
Turnbridge Management Partners, the general partner to the Partnership Fund.

Investors in the Partnership Fund must be “accredited investors” as defined in
Regulation D of the Securities Act of 1933, as amended, as well as “qualified clients”
pursuant to Rule 205-3(d)(1) promulgated under the Investment Advisers Act of 1940
(the “Advisers Act”). The Private Investment Fund is no longer offered to the general
public through private offereing. The minimum account size to invest in a Private
Investment Fund is $250,000.

In addition, SCM serves as a sub-adviser to a private investment fund.

Proprietary Accounts
SCM provides portfolio management services to accounts where SCM, or a principle,
owns a substantial interest.