Systematic Financial Management LP

Item 5           Fees and Compensation

Standard Fee Schedules
Systematic is compensated for its investment advisory services through payments of fees made by our clients.

Fees for advisory services are generally billed to clients either monthly or quarterly, in advance or in arrears, and are
prorated to the date of termination if the client terminates the client’s relationship with Systematic. Upon account
termination, any unearned fees paid in advance will be refunded promptly. Fees are also prorated at the inception of
the investment advisory agreement to cover only the period of time the account assets were under management.

The fees charged to clients generally are computed as a percentage of the value of the assets under management.

Institutional Separate Account Asset-Based Fee Schedules
Systematic’s standard fee schedules for fully discretionary U.S.-based institutional Separate Account Advisory
Services are set forth below. These standard fee schedules may be modified from time to time.

        Small Cap Free Cash Flow                    1.00% of the first $25 million;
                                                    0.75% of the next $50 million; and
                                                    0.60% over $75 million

        SMID Cap Free Cash Flow                     0.85% of the first $25 million;
                                                    0.75% of the next $50 million; and
                                                    0.60% over $75 million

        Mid Cap Free Cash Flow                      0.75% of the first $25 million;
                                                    0.50% of the next $50 million; and
                                                    0.40% over $75 million

Notwithstanding the fee schedules noted above, and subject to applicable laws and regulations, Systematic retains
discretion over the fees that it charges to its clients, as well as any changes in its fee schedules. Fees may be negotiated
in Systematic’s sole discretion in light of a client’s special circumstances, such as asset levels, service requirements,
or other factors. In some cases, Systematic may agree to offer clients a fee schedule that is lower than that of other
comparable clients in the same investment style. In addition, there may be historical fee schedules with longer
standing clients that differ from those applicable to new client relationships. For comparable services, other
investment advisers may charge higher or lower fees than those charged by Systematic. Advisory fees may be subject
to a specified annual minimum fee or maintenance of a certain minimum amount of contributed capital; however,
Systematic reserves the right to waive all or a portion of its management fee and negotiate minimum annual fees or
asset levels.

In calculating advisory fees, Systematic generally relies on security prices provided by third-party pricing services,
custodians, and/or broker/dealers or platform sponsors for purposes of valuing portfolio securities held in client
accounts. Although, under normal circumstances, Systematic generally does not invest in securities requiring fair
valuation, Systematic may, on occasion, be required to “fair value price” a security when a market price for that
security is not readily available or when Systematic has reason to believe that the market price is unreliable. When
“fair value pricing” a security, Systematic will use various sources of information at our disposal to determine a fair
price that the security would obtain in the marketplace if, in fact, a market for the security existed. For any fair value
securities, Systematic maintains written policies and procedures relating to the pricing process in an effort to mitigate
any conflicts of interest with respect to valuation. In the event that market quotations are not readily available for a

portfolio security, Systematic will typically employ the last traded price for valuation purposes. Systematic’s policies
and procedures also set forth a series of factors that should be considered during the fair valuation process. While a
member of the portfolio management team may be consulted about a fair valuation matter, no member of the portfolio
management team will make the final decision on the value of a portfolio security.

Systematic generally does not offer performance-based fee arrangements. From time to time, however, the Firm may
negotiate and agree to these fee structures in light of various client requests and circumstances. Performance-based
fees may include an asset-based management fee component, which is either flat or includes breakpoints linked to
the amount of assets in the account regardless of the performance of an account. In all instances, fees based in whole
or in part on the performance of an account are structured in compliance with applicable laws and regulations. See

Types of Clients
As noted in “Item 4 – Advisory Business” of this Brochure, Systematic serves as an investment adviser or sub-adviser
to varying types of clients, including, but not limited to corporations and business entities, pension and profit-sharing
plans, mutual funds, single and multi-employer Taft-Hartley (union) plans, governmental entities, banks, collective
investment funds, endowments and foundations, charitable organizations, individuals, trusts, and estates.

Conditions for Managing Accounts
For discretionary, separate account mandates, Systematic generally requires accounts to have a minimum value.
These minimum account values generally range from $1,000,000 to $5,000,000 for institutional separately managed
accounts based upon a variety of factors, including investment strategy. As noted in “Item 4 – Advisory Business”
of this Brochure, Systematic participates as an investment adviser or sub-adviser in investment management
programs, sponsored by investment management divisions of several brokerages, banks, and other investment
advisory firms, including Wrap Fee programs. In these scenarios, the relevant wrap fee program sponsor or fund
generally determines account minimums. Where the program sponsor or fund does not establish a minimum account
value, Systematic may do so.

Under certain circumstances, Systematic may waive its minimum account size requirements in its sole discretion on
a case-by-case basis. Generally, Systematic requires each client to execute an investment management agreement
that details the nature of the discretionary investment advisory authority given to Systematic.