Wedge Capital Management LLP

Item 5 – Fees and Compensation

Compensation Arrangements
The specific manner in which fees are charged by WEDGE is established in a client’s written agreement.
WEDGE is generally compensated based on a percentage of assets under management, but will accept
performance-based fees in certain circumstances and as individually negotiated.
The following tables list our annual fee schedules by product:

TRADITIONAL VALUE EQUITY PRODUCT
                    Fee on all
                     assets:
         Small Cap   0.80%
QUANTITATIVE VALUE EQUITY PRODUCTS
                         Fee on first Fee on next            Fee on all over
                        $25,000,000: $75,000,000:            $100,000,000:
         QVM: Large Cap    0.50%        0.40%                    0.30%

                               Fee on first   Fee on next    Fee on all over
                              $25,000,000:    $75,000,000:   $100,000,000:
        QVM: Small/Mid Cap       0.60%           0.50%           0.40%

                               Fee on first   Fee on next    Fee on all over
                              $25,000,000:    $75,000,000:   $100,000,000:
         QVM: All Cap Value      0.50%           0.40%           0.30%

                                Fee on all
                                 assets:
                  Micro Cap      1.00%

                                Fee on all
                                 assets:
 Enhanced Core Russell 1000      0.10%

FIXED INCOME
                                   Fee on first    Fee on next    Fee on next       Fee on next      Fee on all over
                                  $10,000,000:    $15,000,000:   $25,000,000:      $50,000,000:      $100,000,000:
              Core: Aggregate        0.35%           0.30%          0.25%             0.20%              0.15%
      Core: Government Credit        0.35%           0.30%           0.25%             0.20%             0.15%
                Enhanced Core        0.35%           0.30%           0.25%             0.20%             0.15%
       Intermediate: Aggregate       0.35%           0.30%           0.25%             0.20%             0.15%
     Intermediate: Govt. Credit      0.35%           0.30%           0.25%             0.20%             0.15%

                                   Fee on first    Fee on next    Fee on next      Fee on all over
                                  $25,000,000:    $25,000,000:   $50,000,000:      $100,000,000:
    Short Aggregate                  0.30%           0.25%          0.20%              0.15%

                                   Fee on first   Fee on next    Fee on all over
                                  $25,000,000:    $75,000,000:   $100,000,000:
    Ultra-Short Aggregate            0.25%           0.15%           0.10%

Negotiability
We will negotiate fees if requested to do so on a case by case basis, taking into consideration factors that
include, but are not limited to, the size of the mandate, the capacity of the product, the history of the
relationship, the history of the strategy, and the existence of any Most Favored Nation (“MFN”) clauses
that would present a conflict. WEDGE will also negotiate MFN clauses on a case by case basis. In the
context of our advisory agreements, it is important to note that MFN clauses only apply prospectively to
similarly situated clients. Similarly situated clients include, but are not limited to, those clients that are
of comparable total asset levels, the same type of account, receiving the same investment services, with
the same mandates or restrictions.

General Billing
Clients will choose to be billed directly or to bill the custodian bank directly with a copy of the invoice sent
to the client. Invoices are normally sent within 30 days of the end of each quarter. It is expected that the
fee will be paid within 30 days after receipt.

Generally, the fee is computed and paid quarterly in arrears, based upon the market value4 of the client's
account at the end of each quarter. Deposits or withdrawals, made at any time during the quarter,
exceeding ten percent of the account's market value on the last business day of the quarter, are pro-rated
based on the number of days the funds were in the account, unless otherwise agreed to.

 The market value of the assets under management is the aggregate of the closing values of the assets in the
account at the close of business on the last business day during the quarter on which the New York Stock
Exchange is open. Pricing is provided by an independent pricing agent, Intercontinental Exchange, Inc (ICE).
These prices are compared to prices of other independent third parties for reasonableness. Where material
differences exist, WEDGE will adjust the security according to known bid prices believed by WEDGE to represent
current market value.

For the period from the day on which management of a new account commences until the end of the
next calendar quarter, the client will be charged a prorated fee based on the number of days in the period.

In the event that an account is terminated during a calendar quarter, the fee is pro-rated based on the
number of days in the quarter in which we managed the client’s assets.

Other Fees
WEDGE’s fee is separate from and does not include:
    •   Brokerage commissions, dealer spreads, and other transaction costs from buying and selling
        securities (please see Item 12 – Brokerage Practices)
    •   Custodial fees
    •   Interest
    •   Taxes
    •   Other account expenses
These expenses are the responsibility of each client. When holding cash-equivalent funds, some
custodians charge a management fee for access to money market funds. If applicable, this charge would
be in addition to WEDGE’s fee.

Prepayments
Fees are permitted to be paid in advance upon client request and as previously agreed to. In these
arrangements, fees are paid on a quarterly basis with no adjustment made for contributions or
...

Item 7 – Types of Clients

Client Composition
WEDGE primarily provides portfolio management services to institutional investors such as: corporate
pension and profit-sharing plans, Taft-Hartley plans, charitable institutions, foundations, endowments,
municipalities, investment companies, trust programs, collective investment trusts, and other U.S. and
international institutions as well as high net worth individuals.

Conditions for Managing Accounts
Generally, WEDGE’s established account minimum is $10,000,000. The established account minimum is
$5,000,000 for certain fixed income products and $500,000 for Micro Cap. However, WEDGE will grant
exceptions in certain circumstances.