Vulcan Value Partners LLC

ITEM 5. FEES AND COMPENSATION

Fees of Separately Managed Accounts

With respect to separately managed accounts, Vulcan generally receives fees quarterly in arrears based on
a percentage of assets under management. Quarterly fees will be calculated based on the calculation
methodology set forth in the client’s investment management agreement with Vulcan. Fees are based on
the schedules set forth below for each portfolio. We may, in our sole discretion, negotiate or modify
(either up or down) the basic fee schedules set forth below for any client due to a variety of factors,
including but not limited to: a client’s special circumstances, the level of reporting and administrative
operations required to service an account, aggregate assets attributable to a particular client, consultant,
or other intermediary, the investment strategy, the number of portfolios or accounts involved and/or the
number and types of services provided to the client. Because our fees are negotiable, the actual fees paid
by any client or group of clients are expected to be different from the fees reflected in our basic fee
schedules set forth below. For this same reason, Vulcan expects to offer certain clients a fee schedule
that is lower than that of comparable clients in the same investment strategy.

                                           Large Cap Strategy
                        Assets Under Management Annual Management Fee
                             First $10 million                0.80%
                             Next $40 million                 0.70%
                                Thereafter                    0.60%

                                   Small Cap and All Cap Strategies
                       Assets Under Management Annual Management Fee
                            First $10 million                  1.00%
                            Next $40 million                   0.85%
                               Thereafter                      0.75%

                                     Focus and Focus Plus Strategies
                       Assets Under Management Annual Management Fee
                             First $50 million                  0.75%
                            Next $200 million                   0.65%
                                Thereafter                      0.55%

                                    Enduring Advantage US Strategy
                       Assets Under Management Annual Management Fee
                             First $50 million                0.45%
                            Next $200 million                 0.35%

                                Thereafter                       0.25%

                                   Enduring Advantage Global Strategy
                       Assets Under Management Annual Management Fee
                             First $50 million                 0.65%
                            Next $200 million                  0.55%
                                Thereafter                     0.45%

                                             Global Strategy
                       Assets Under Management Annual Management Fee
                            First $10 million                0.75%
                            Next $40 million                 0.65%
                               Thereafter                    0.55%

                                           SMID Cap Strategy
                       Assets Under Management Annual Management Fee
                            First $10 million                0.80%
                            Next $40 million                 0.70%
                               Thereafter                    0.60%

In certain circumstances, Vulcan will agree to most favored nation (“MFN”) clauses in investment
management agreements with clients. These clauses often require Vulcan to notify the MFN client if
Vulcan subsequently enters into an investment management agreement with another client that offers
more favorable pricing or other contractual terms than those currently offered to the MFN client. The
applicability of an MFN clause will depend on the degree of similarity between clients, including, but not
limited to, the following considerations: type of client, specific investment strategy and scope of
investment discretion, amount of assets under management, and fee structure.

Fees and Expenses of Pooled Investment Vehicles

Mutual Funds, private funds, and other pooled vehicles managed by Vulcan generally charge a management
fee calculated based on a percentage of assets under management and paid to the investment manager
monthly in arrears. With respect to private funds, management fees are not generally negotiable, though
they may be waived, reduced, or calculated differently at the discretion of the private fund in accordance
with the applicable offering materials. Such waivers, reductions, or changes to calculation methodology
will cause some clients or groups of clients to pay fees that are different from the fee schedules disclosed
in the private fund’s offering materials. Investors will also bear administrative, custody, audit, and/or

other expenses associated with the operation of the fund. Investors are encouraged to review the offering
documents of the applicable pooled vehicle(s) to understand their fees and expenses, which include
expenses for custody, administration, and other non-advisory services.

Termination of Investment Management Agreement

Clients or Vulcan generally may terminate a contract for any reason subject to a mutually acceptable
period of written notice to the other party (e.g., 30 days), as set forth in the investment management
agreement between Vulcan and the client. No penalty will be charged for termination. If an account is
terminated prior to the end of a payment period, the advisory fee will be pro-rated based on the number
of days the assets are under management during such payment period and will be immediately due and
payable.
...

Types of Clients

Vulcan advises separately managed accounts for a wide range of clients, including high net worth
individuals, proprietary accounts, trusts, estates, charitable organizations, pension and profit-sharing
plans, corporations and other institutions. Vulcan also provides investment advisory services to the
Mutual Funds, UCITS, and private funds sponsored by Vulcan. Vulcan may provide sub-advisory services
to registered investment companies and other pooled investment vehicles sponsored by unaffiliated
parties who serve as the primary investment adviser. In addition, Vulcan provides investment advice to
individual retail investors through Wrap Programs sponsored by unaffiliated investment advisers and
broker-dealers.

Conditions for Managing Accounts

      Account Minimums

Generally, the minimum account size for institutional separately managed accounts is $10,000,000.
Account minimums are subject to negotiation and may be reduced or adjusted at Vulcan's sole
discretion. The minimum account size for accounts within a Wrap Program is generally lower and is
determined by the agreement between Vulcan and the Wrap Program Sponsor.

Investments in pooled vehicles are generally subject to minimum investment requirements as disclosed
in the applicable fund’s offering materials.

The minimum investment amount for the investor share classes of Vulcan’s Mutual Funds is $5,000 to
open a taxable account or $500 to open a non-taxable account, with subsequent investment minimums of
$500. The minimum investment amount for the institutional share class is $1,000,000 with subsequent
investment minimums of $5,000. Investors in Vulcan’s private funds are required to make a minimum initial
capital contribution of $1,000,000. These minimums may be waived or adjusted by the Mutual Funds or
Vulcan, as applicable, in their sole discretion. Investors should refer to the applicable fund’s offering
materials for additional information regarding investment minimums.

      Standard of Care

Under the Advisers Act, Vulcan owes a fiduciary duty to its clients, consisting of a duty of care and a duty

of loyalty. Although the application of Vulcan’s fiduciary duty may be shaped by agreement with clients,
this duty cannot, unless specifically set forth in statute, be waived by contract or practice. Accordingly,
investment management agreements with Vulcan that include an express limitation of Vulcan’s liability
for acts of gross negligence, negligence, or similar standards are not applicable to Vulcan’s federal
fiduciary duty owed to the client. Clients will have the right to seek redress against Vulcan for such non-
waivable fiduciary violations in addition to other rights the client may have under state and federal law.