Thompson Siegel & Walmsley LLC

Item 5 – Fees and Compensation

5. A. Fee Calculations and Fee Schedules

TSW charges most clients a fixed-percentage fee per annum for investment advisory services based on assets under
management calculated as stipulated in the client’s Investment Management Agreement (“IMA”). TSW requires a minimum
asset amount of $1,000,000 for a new high-net-worth client account. Minimum asset requirements for separately managed
institutional accounts are $10,000,000, with International strategies requiring $50,000,000. TSW reserves the right to make
exceptions for account minimums on a case-by-case basis and may charge fees higher than the standard fee schedules listed
below in such circumstances. As investment adviser to Unregistered Funds, TSW will, in some circumstances enter into
‘side letters’ or similar agreements whereby certain investors are granted different terms with respect to fees, revenue
sharing, or other terms outlined in the Unregistered Funds’ governing documents. Occasionally, various related client
account values are aggregated to qualify for reduced advisory fees. Fees are subject to negotiation and vary from the fee
schedules shown below depending on facts and circumstances including assets to be placed under management, anticipated
future additional assets, complexity of the client, and other factors.

TSW's standard fee schedules for the strategies listed below are based on assets under management:

                                     Strategy                           Standard Annual Fee

                                                                First $50.0 Million .55%
                     Large Cap Value                            Next $100.0 Million .40%
                                                                Over $150.0 Million .35%

                                                                First $50.0 Million .75%
                     Mid Cap Value                              Next $50.0 Million .65%
                                                                Over $100.0 Million .55%

                                                                First $50.0 Million .85%
                     SMID Cap Value                             Next $50.0 Million .75%
                                                                Over $100.0 Million .65%

                     Small Cap Opportunities*                   1% + incentive fee

                                                                First $25.0 Million .75%
                     International Equity                       Next $75.0 Million .65%
                                                                Over $100.0 Million .50%

                     International Small Cap                    First $100.0 Million 1.00%
                                                                Over $100.0 Million .90%

                                                                First $25.0 Million .90%
                     Emerging Markets                           Next $25.0 Million .85%
                                                                Over $50.0 Million .75%

                     Fixed Income –
                                                                First $25.0 Million .35%
                     Aggregate/Intermediate/Core
                                                                Over $25.0 Million .25%
                     Plus/Municipal

                                   Thompson, Siegel & Walmsley LLC

                                        Strategy                                    Standard Annual Fee

                                                                          First $100 Million .40%
                      High Yield Bond
                                                                          Over $100 Million .30%

                                                                          First $50.0 Million .55%
                      Multi-Asset Income
                                                                          Over $50.0 Million .45%

                                                                          First $50.0 Million .55%
                      High Yield Equity
                                                                          Over $50.0 Million .40%

                                                                          First $2 Million 1.00%
                                                                          Next $3 Million .75%
                      Asset Allocation (Balanced)
                                                                          Next $5 Million .65%
                                                                          Over $10 Million .50%

                      Long/Short Strategies*                              1% + incentive fee

                          *Denotes performance-based fee strategies. Fee details are outlined in account documents. See
                          Performance-Based Fees and Side-by-Side Management (Item 6) below for further details.

5. B. Fee Billing Process

Clients have a choice of either receiving an invoice for the investment management fee or having fees deducted from their
custody account. Fee arrangements are specified in the client's IMA. In the event a client chooses to have the fee deducted
from the custody account, a duplicate bill will be sent to the client for their records outlining the appropriate fee schedule
and actual fee billed. Clients are encouraged to review the duplicate invoice to ensure the proper fee calculation has
been made. Investment management fees are typically billed and paid quarterly, either in advance or arrears, and are
generally based on the portfolio's quarter ending market value including accrued income. The methodologies for assessing
values and calculating the fees vary by client and are detailed in the IMA. Client IMAs can generally be terminated by either
...

Item 7 – Types of Clients
TSW provides investment advice to institutions and individuals typically falling in one of the following categories:

                                                   ACCOUNT TYPES
          -Public Funds                           -Individuals
          -Pension & Profit-Sharing Plans         -High Net Worth Individuals
          -Trusts/Estates                         -Investment Companies
          -Charitable Organizations               -Insurance Companies
          -Endowments/Foundations                  -Corporations
          -WRAP – Wrap Accounts/Models
          -Pooled Investment Vehicles (other than investment companies/business development companies)
          -State or Municipal Government Entities (including government pension plans)

See Advisory Business (Item 4) and Fees and Compensation (Item 5) for further details regarding account opening
requirements and minimums.

                                 Thompson, Siegel & Walmsley LLC