Sprucegrove Investment Management Ltd

Item	5	–	Fees	and	Compensation

    The fee schedules for the different types of clients are described below; however, advisory
    fees may be negotiated under certain limited circumstances in Sprucegrove’s discretion
    which may be different than the fees listed below and/or set forth in fund documentation. A
    full description of applicable fees and compensation is contained in the relevant
    documentation pertaining to each client account (e.g., offering memorandum or other
    governing documents).

    	 EPARATE	ACCOUNT	FEES
    S

    Market Value of Client’s
    Total Investment Accounts          Fees

    First        $25,000,000           0.70%
    Next         $25,000,000           0.60%
    Next         $25,000,000           0.50%
    Next        $225,000,000           0.25%
    Excess Over $300,000,000           0.20%

    Separate account clients are generally either billed quarterly in arrears or such fees are
    debited from the client’s custody account. A separate account client will generally have the
    ability to select either option for payment of such fees. The fees for assets that are not
    managed for a full quarter are typically prorated.

    	 PRUCEGROVE	PRIVATE	INVESTMENT	FUND	FEES
    S

    The advisory fees for the private investment funds are:

    Market Value of Investor’s
    Total Investment Accounts          Fees

    First        $ 5,000,000           0.70%
    Next         $10,000,000           0.65%
    Next         $25,000,000           0.55%
    Next         $35,000,000           0.50%
    Next        $225,000,000           0.25%
    Excess Over $300,000,000           0.20%

    Investors in the fund are generally billed for the fee monthly in arrears. Investors have the
    choice of paying fees by making a direct payment to Sprucegrove or selling units in the fund
    to pay the fee.

    	 PRUCEGROVE	COLLECTIVE	INVESTMENT	TRUST	FEES
    S

    The advisory fees for the collective investment trust (“CIT”) Class A units to Class OCIO units
                          are:

                          Market Value of Investor’s
    Class                 Total Investment Accounts            Fees

    Class A               $0 < $15,000,000                     0.70%
    Class B               $15,000,000 < $50,000,000            0.60%
    Class C               $50,000,000 < $100,000,000           0.55%
    Class D               $100,000,000 < $400,000,000          0.35%
    Class E               Over $400,000,000                    0.25%
    Class F*              Minimum $20,000,000                  0.25%
    Class G**             Minimum $200,000,000                 0.25%
    Class OCIO-C***       Minimum $20,000,000                  0.25%

    *Class F units are open to applicable investors that make a minimum initial investment of
    $20 million in a CIT fund before the two (2) year anniversary of the launch of such fund.

    **Class G of the Sprucegrove International CIT was open to participating plans or a group of
    affiliated plans that made an initial investment of $200 million or more into the Sprucegrove
    International CIT on or before March 1, 2023. To the extent a participating plan’s initial
    investment was into Class G, all subsequent investments by such participating plan into the
    same fund shall also be into Class G regardless of whether the class is closed to new investors.

    ***Class OCIO-C of the Sprucegrove All Country World ex U.S. CIT and Sprucegrove
    International CIT are open to qualifying plan investors that make an initial investment of at
    least $20 million and have delegated investment responsibility to, or hired as an Outsourced
    Chief Investment Officer (“OCIO”), a particular institutional investment consultant.

    For Class A units to Class OCIO-C units, the trust accrues the fees daily and pays monthly in
    arrears.

    S	 UB‐ADVISED	MUTUAL	FUND

    The advisory fees for the Sprucegrove International Equity Fund are 0.50%. An investment
    in this mutual fund will include other fees and expenses, such as custodian fees and other

    mutual fund-related expenses. However, Sprucegrove has contractually agreed to waive fees
    and/or to reimburse expenses to the extent necessary to keep total annual fund operating
    expenses (excluding interest, taxes, brokerage commissions and other costs and expenses
    relating to the securities that are purchased and sold by the fund, acquired fund fees and
    expenses, other expenditures which are capitalized in accordance with generally accepted
    accounting principles, non-routine expenses and any class-specific expenses (including
    shareholder servicing fees) (collectively, “excluded expenses”)) from exceeding 0.60% of the
    average daily net assets of each of the mutual fund’s share classes.

Item	7	–	Types	of	Clients

We provide our advisory services to private investment funds, separately managed accounts,
and third party funds as a sub-adviser.

Our separate account clients include:

        Pension and profit-sharing plans
        Trusts, estates, and charitable organizations
        Corporations or other business entities
        Registered investment companies
        Collective investment trusts
        High net worth individuals

For separate accounts, we can tailor our advisory services to the specific needs of clients.
Examples would include adjusting our standard investment guidelines to accommodate
client-specific investment guidelines and/or investment restrictions.

The minimum capital required to open a separate account is $50 million, which we can waive
at our discretion. Each private investment fund has a minimum subscription amount that is
set out in the offering document for the fund, which we can waive at our discretion.