Todd Asset Management LLC

Item 5 Fees and Compensation
On a case-by-case basis, Todd Asset Management LLC determines an appropriate fee structure
based on the size, complexity, and investment objectives of the client's account. Fee arrangements
typically include a management fee based on a percentage of assets under management. The terms
and conditions of the fee structure are mutually agreed upon prior to entering into an advisory
agreement.

The basic fee schedules and basis of computation for investment management services are given
below. Fees are generally calculated quarterly, and are payable, either in advance based on the value
of the account as of the beginning of each billing period, or in arrears based on the value of the
account at the end of the billing period. Clients will elect to be billed directly for fees or to authorize
TAM to directly debit fees from the client accounts. TAM will also provide services on a fixed fee basis.
The Account Management Fee is prorated for periods less than a full billing cycle and adjusted to
cover any additional contributions or withdrawals made during the billing cycle. To the extent that fees
have been paid in advance of the date of termination, they are refunded automatically on a pro rata
basis.

                        Strategy                                      Annual Fee
     Large Cap Value Intrinsic                      0.60% of all assets in the account
     International Intrinsic Value                  0.80% of all assets in the account
     Intrinsic Value Opportunity                    0.80% of all assets in the account
     Intrinsic Value Opportunity 15                 0.80% of all assets in the account
     Global Intrinsic Value Equity Income           0.60% of all assets in the account
     International Intrinsic Value Opportunity      0.80% of all assets in the account
     Balanced                                       0.50% on the first $10 million
                                                    0.35% of all assets in excess of $10 million

Separately Managed Account Programs (Wrap Fee Programs)

TAM's management fee schedule for managing assets in SMA or Wrap programs varies from 0.40% to
0.65% of assets under management. Clients participating in separately managed account programs
are charged various program fees in addition to the advisory fee earned by TAM. In a wrap fee
arrangement, clients pay a single fee for advisory, brokerage and custodial services. The highest all-
inclusive management fee paid by a client is 3.0%.

Sub-Advisory Services

TAM serves as Sub-Adviser to other advisers and a registered investment company. Fees for these
accounts are negotiated based on the facts and circumstances of the investment requirements.

Model Portfolio

TAM provides a model portfolio or buy/sell lists for certain clients and, a fee from 0.25% to 0.40% of all
assets under management under the model. In these accounts TAM may or may not have investment
discretion over the client accounts. It is possible additional fees will be charged to the end client by our
clients who utilize the model portfolio from TAM. Details of those fees are detailed in the Form ADVs of
our respective clients.

Use of Mutual Funds

Typically, TAM will not use mutual funds for client portfolios. When they are employed, while TAM
seeks to use the least expensive share class available the client could incur a layer of fees which
generally include a management fee, other fund expenses, and a possible distribution fee, in addition
to the management fee charged by TAM. These fund fees and expenses are described in each fund's
prospectus. As noted in Item 4, if TAM is the sub adviser for a mutual fund used, the mutual fund
would be excluded from the account assets for fee purpose so as to not double dip on Advisory fees.
In no case does the mutual fund rebate any fee to TAM.

                                          General Information

Limited Negotiability of Advisory Fees: Although TAM has established the aforementioned fee
schedules, we retain the discretion to negotiate alternative fees on a client-by-client basis. Client facts,
circumstances and needs are considered in determining the fee schedule. These include the
complexity of the client investment objectives, assets to be placed under management, anticipated
future additional assets, related accounts, portfolio style, account composition, and client reporting
needs, among other factors. The specific annual fee schedule is identified in the contract between the
adviser and each client.

Discounts, not generally available to our advisory clients, are offered to officers and employees, family
members and friends of associated persons of our firm.

Termination of the Advisory Relationship: A client agreement may be canceled at any time, by
either party, for any reason upon receipt of 30 days written notice. Specific termination clauses are part
of the investment management agreement. As disclosed above, certain fees, depending on the client
agreement, are paid in advance of services provided. Upon termination of any account, any prepaid,
unearned fees will be promptly refunded. In calculating a client's reimbursement of fees, we will pro
rate the reimbursement according to the number of days remaining in the billing period.

Wrap Fee Programs and Separately Managed Account Fees: While TAM does not sponsor wrap
fee programs; it does provide advisory services to individual clients in connection with third-party wrap
fee programs. In a wrap fee or separately managed account program, clients pay a single fee for
advisory, brokerage and custodial services. This fee includes the management fee paid to TAM as
noted above. In evaluating such an arrangement, the client should also consider that, depending upon
the level of the wrap fee charged by the broker-dealer, the amount of portfolio activity in the client's
account, and other factors, the wrap fee may or may not exceed the aggregate cost of such services if
...

Item 7 Types of Clients
TAM provides advisory services to individuals, high net worth individuals, pension and profit-sharing
plans (other than plan participants), Taft-Hartley plans, other pooled investment vehicles, charitable
organizations, state or municipal government entities, banks or thrift institutions, and corporations or
other businesses not listed previously.

TAM generally provides investment management services to accounts of at least $5 million. TAM
reserves the right to waive or lower the minimum account requirement on a client-by-client basis. We
may group certain related client accounts for the purposes of achieving the minimum account
requirement and in determining the annualized fee.

TAM also serves as an investment sub-adviser to other investment advisers for various investment
strategies.

Certain of TAM's discretionary account clients use an internal trade desk to execute the trades
indicated to them by the Firm. See Item 12 Brokerage Practices for additional information regarding
trade practices.

TAM offers investment advisory services on a discretionary basis to clients of Separately Managed
Account sponsors (SMA or wrap accounts). In this case, TAM is included in a list of managers that
will be recommended by the brokerage firm/SMA sponsor. Under these programs, the sponsor offers
investment management, custody, brokerage, and performance monitoring for a set fee (some bundled
and some unbundled). TAM is paid an advisory fee by the brokerage firm/SMA sponsor from the
overall wrap fee as determined per agreement with the brokerage firm/SMA sponsor. As discussed in
Item 12 of this document, TAM will generally execute trades for the Accounts through the sponsoring
brokerage firm/SMA. These trades will most likely be executed at times when TAM is executing trades
for Institutional clients. For some brokerage firm/SMA sponsors, TAM will provide the product's model
to a third party, or the brokerage firm/SMA sponsor and these parties will execute recommended
trades. Although the brokerage firm/SMA sponsor is the primary contact for clients, TAM is available
for discussions with the client at the client's request.

Additionally, TAM provides investment management services to clients using a Model portfolio of one
or more investment products. In some cases, the Model will be provided to a bank, trust company, or
other advisor for use in its management of assets. We also have a relationship with a registered
investment company where we provide a model portfolio for an ETF. For these accounts TAM is not
responsible for trade execution, timing of trade placement, brokerage selection, negotiation of
commission or other fees paid by investors in the program. TAM will update the model provided once
a change has been made to the holdings of an investment product. It is up to the client how these
updates are executed across its client base invested in a product. It is likely a client's platform is
executing trades on behalf of its client base at the same time TAM is executing trades for institutional
or SMA platforms. Please see Item 12 for additional discussions regarding TAM's brokerage and
trading practices.