AXA Rosenberg Investment Management LLC

Item 5. Fees and Compensation

  A.   Describe how you are compensated for your advisory services. Provide your fee schedule. Disclose
       whether the fees are negotiable.

  B.   Describe whether you deduct fees from clients’ assets or bill clients for fees incurred. If clients may
       select either method, disclose this fact. Explain how often you bill clients or deduct your fees.

  C.   Describe any other types of fees or expenses clients may pay in connection with your advisory
       services, such as custodian fees or mutual fund expenses. Disclose that clients will incur brokerage
       and other transaction costs, and direct clients to the section(s) of your brochure that discuss
       brokerage.

As an SEC registered adviser who advises only qualified purchasers as defined in section 2(a)(51)(A) of
the Investment Company Act of 1940, Rosenberg Equities US does not generally publish a fee schedule.
Nevertheless, below is an overview of our general compensation structure.

We charge an investment management fee for the accounts we manage based on a percentage of assets,
performance, or a combination of both. Our management fees vary based on the type of investment
strategy and are subject to negotiation on a client-by-client basis at our sole discretion.

For separate accounts, clients are billed for fees incurred and payments are due quarterly, in arrears. They
are calculated by multiplying one-quarter of the appropriate annual fee percentage by the average of the
assets under management at the close of business on the last day of each month in the preceding quarter.
Actual arrangements for calculation and payment of fees for separate accounts vary, as agreed with our
clients on an individual basis.

In addition to management fees paid or allocated to Rosenberg Equities US as compensation for managing
portfolios, our clients’ portfolios also incur brokerage and other transactions costs for their respective
portfolios. Our separate account clients engage their own custodians and negotiate and pay their own
custodial fees. Please see Item 12, Brokerage Practices.

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If applicable, client expenses are generally billed directly to the applicable client. However, if more than one
investor incurs a shared expense within a commingled fund, Rosenberg Equities US allocates such shared
expense among the applicable investors (i) in proportion to the size of the investment made by each investor
to which the expense relates (as generally expenses, such as brokerage expenses, are automatically
included) or (ii) in such other manner as Rosenberg Equities US considers fair and reasonable. In addition,
investors in commingled funds may be assessed a subscription and/or redemption charge to offset the cost
of converting cash to portfolio investments (and vice versa). Private fund charges are reflected in the
Offering Memorandum and other offering materials.

In addition, Rosenberg Equities US provides its research and model-related services primarily to our
affiliated Advisers (and may receive similar services in return), which receive revenue from investment
management fees they charge their clients. Rosenberg Equities US utilizes a set of transfer pricing policies
and fee sharing arrangements to reasonably determine the allocation of any fees charged and allocated to
each affiliate.

  D.    If your clients either may or must pay your fees in advance, disclose this fact. Explain how a client
        may obtain a refund of a pre-paid fee if the advisory contract is terminated before the end of the
        billing period. Explain how you will determine the amount of the refund.

Rosenberg Equities US clients are not required to pay fees in advance. If we were to set up an account in
which we allowed or required clients to pay fees in advance, the client would automatically receive a pro-
rata refund if the agreement was terminated before the end of the relevant period.

  E.    If you or any of your supervised persons accepts compensation for the sale of securities or other
        investment products, including asset-based sales charges or service fees from the sale of mutual
        funds, disclose this fact.

Neither Rosenberg Equities US nor any of our supervised persons accepts compensation for the sale of
securities or other investment products.

Item 7. Types of Clients

  Describe the types of clients to whom you generally provide investment advice, such as individuals, trusts,
  investment companies, or pension plans. If you have any requirements for opening or maintaining an
  account, such as a minimum account size, disclose the requirements.

Clients and prospective clients of Rosenberg Equities US include U.S. and Canadian and Latin American
institutional investors invested through segregated mandates or pooled funds, as permitted. Commingled
funds sub-advised by and/or sub-delegated to Rosenberg Equities US are available to retail and institutional
investors through fund distribution channels or other wholesale platforms.

Further, Rosenberg Equities US provides portfolio management and trading activities for equity investments
in North and South America on behalf of clients of Rosenberg Equities US and our affiliated Advisers.
Rosenberg Equities US also conducts research and maintains quantitative investment models for the
management of a broad range of global and regional equity strategies primarily for our affiliated Advisers
and other AXA IM Affiliates whose clients include but are not limited to:

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•    Insurance companies
•    Pooled and/or Mutual Fund sponsors
•    Corporate and Public Pensions
•    Sovereign Wealth Funds
•    Charitable organizations, Endowments, Foundations
•    Banks

Rosenberg Equities US provides its investment models only to certain of our affiliated Advisers.

MINIMUM INVESTMENT SIZE
Minimum investment sizes vary from time to time by investment strategy and investment vehicle. In
establishing minimum investment sizes, we consider factors including the minimum amount required to
establish a diversified portfolio or meet investment objectives, the competitive context and strategic
business practices. Depending on strategy, we currently will require a minimum initial investment of $35-
150 million. In our sole discretion when we deem appropriate, we are permitted to accept accounts of less
than $35 million. For example, minimums for investments into pooled or commingled fund vehicles that are
managed by Rosenberg Equities are lower; fund offering documents should be consulted for details.

REQUIRED CLIENT INFORMATION
We require prospective clients as well as our existing clients to provide certain information and/or records
necessary to meet any suitability or investor qualification standards, or customer identification requirements
set forth by our program for anti-money laundering and combating terrorist financing.