Baring International Investment Ltd

ITEM 5 – Fees and Compensation

I.   ADVISORY FEES

     A. INSTITUTIONAL SEPARATE ACCOUNTS

     Advisory fees for institutional separate accounts are negotiated on a case-by-case basis and are
     generally based on a percentage of assets under management (generally of the net asset value
     of the assets, or, with regards to certain Advisory Accounts, the book value or the levered or
     notional value of the assets in the advisory account). BIIL maintains standard fee schedules
     applicable to separate accounts managed according to certain investment strategies, which can
     be found in Appendix A. BIIL does not have standard fee schedules for all investment strategies.
     Notwithstanding the standard fee schedules for certain strategies, fee arrangements will vary by
     client and will depend on a number of factors, including, without limitation, the characteristics of
     the investment mandate, aggregate size of the client relationship with BIIL and its affiliates, and
     reporting and servicing requirements. Even within the same investment strategy, different clients
     or accounts sometimes have different fee structures.

     Advisory fee arrangements are asset based only for certain clients; other clients have
     performance-based fee arrangements in accordance with Rule 205-3 of the Investment Advisers
     Act of 1940, as amended (the “Advisers Act”). Performance-based fee arrangements may be in
     addition to or in lieu of asset-based fees, depending on the client. Please refer to “Item 6 -
     Performance-Based Fees and Side-By-Side Management” for more information about
     performance-based fee arrangements, including associated conflicts of interest.

     B. REGISTERED INVESTMENT FUNDS

     Information concerning the advisory fees for registered investment funds can be found in each
     fund’s prospectus, or relevant disclosures, along with information regarding other fund-related
     fees and expenses, minimum account requirements (if any), and applicable termination
     provisions. Each fund’s prospectus also provides more information about the manner of
     calculation and timing of payment of applicable advisory fees.

     C. PRIVATE FUNDS

     The advisory fees applicable to private funds are determined on a fund-by-fund basis. Information
     regarding the fees and expenses for a private fund, including any applicable performance fees,
     can be found in the fund’s offering materials, along with information regarding other fund-related
     fees and expenses (e.g. service provider expenses such as valuation service, custodian banks, and
     administrators), minimum account requirements (if any), and applicable termination provisions.
     Private fund clients typically pay both an asset-based fee and a performance-based fee (which is
     often in the form of a carried interest and received by an affiliate of BIIL). Certain private fund
     clients pay BIIL fees for administrative or other services, which are in addition to the advisory
     fees. Different investors in these funds can pay different fees as a result of negotiations.

D. PERFORMANCE-BASED FEE ARRANGEMENTS

Some clients have performance-based fee arrangements with BIIL. These may be in addition to
or in lieu of asset-based fees, depending on the client. Performance-based fees are contingent
on the performance of the applicable account, and in some cases are subject to a preferred
return or a high-water mark. Because accounts that pay performance-based fees may create
side-by-side management conflicts—particularly in connection with investment selection, trade
allocation, and the distribution of limited investment opportunities—clients should review Item 6
– Performance-Based Fees and Side-By-Side Management for a detailed discussion of these
conflicts. Clients should also review Item 11 – Code of Ethics, Participation or Interest in Client
Transactions and Personal Trading and Item 12 – Brokerage Practices for information regarding
BIIL’s allocation policies, cross-trading procedures, and other controls designed to address
these conflicts.

E. AFFILIATE ACCOUNTS

Fees charged to accounts of BIIL’s ultimate parent company, MassMutual, and certain of
MassMutual’s subsidiaries and other affiliated companies, or to investment funds sponsored by
MassMutual or its subsidiaries or affiliates, vary from those charged to BIIL’s other clients.

F. PAYMENT OF ADVISORY FEES

The timing of fee payments is agreed upon with each client and is generally set forth in the
applicable investment advisory agreement. Asset-based fees for separate account clients are
generally, determined quarterly in arrears based on the quarter-end market value, the average
value for the quarter, or the billable balance on the last day of the previous calendar quarter (pro-
rated for additions and withdrawals). These fees are generally billed by invoice to the client.
However, fees can be directly debited from a client’s custodial account if requested by the client
and agreed to by BIIL. If a client terminates or begins its relationship with BIIL during a billing
period, asset-based fees are prorated for the number of days during the quarter such client was
a client of BIIL.

Advisory fees for private fund clients are typically calculated and deducted by the fund’s third-
party administrator in accordance with the investment advisory agreement between the fund and
BIIL and are generally payable in arrears. Asset-based fees are calculated monthly, quarterly,
or semi-annually in accordance with the applicable investment advisory agreement. BIIL serves
as administrator for certain fund clients and, in those cases, is responsible for calculating and
deducting its own fees from the fund’s custodial account.

Performance-based fees for both separate account and private fund clients are generally billed
and payable annually. Unless otherwise set forth in the client’s investment advisory agreement,
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ITEM 7 – Types of Clients

I.    TYPES OF CLIENTS

      As described above under “Item 4 – Advisory Business,” BIIL provides a broad range of
      investment advisory and management services to sophisticated investors of all types, including
      institutional investors, registered funds, private funds and accounts for MassMutual and certain
      of MassMutual’s subsidiaries and affiliates.

      BIIL also has non-client relationships with certain entities for which it provides services and
      receives compensation. These services are not provided pursuant to an investment advisory
      agreement and these entities are not investment advisory clients of BIIL. However, in certain
      circumstances BIIL, in its discretion, elects to treat such entities in the same manner as its clients

       for purposes of certain of BIIL’s policies and procedures. Specifically, such entities generally
       receive allocations of opportunities from BIIL and are included in BIIL’s allocation policies and
       procedures, as described in “Item 12 – Brokerage Practices.”

II.    MINIMUM ACCOUNT SIZE

       A. INSTITUTIONAL SEPARATE ACCOUNTS

       For separate account clients, BIIL generally requires a minimum investment of between $50
       million to $250 million per investment strategy. BIIL can waive the minimum investment
       requirement for any investment strategy in its sole discretion. To the extent a minimum investment
       requirement is waived for a particular investment strategy, there generally will not be a waiver of
       the minimum fee detailed in that investment strategy’s fee schedule. For smaller accounts, this
       can result in a substantially higher percentage fee than is indicated on the respective fee
       schedule.

       B. MINIMUM INVESTMENT IN FUNDS

       BIIL’s fund clients (private funds and registered investment companies) have minimum investment
       amounts, which are set forth in each fund’s offering materials and vary from fund to fund
       depending on the particular investment product. The minimum investment amount for private
       funds is generally $1 million to 5 million depending on the strategy (or strategies) managed,
       provided that the minimum can be waived in the discretion of a fund’s general partner, board of
       directors, or other managing party.

III.   OTHER ACCOUNT OPENING REQUIREMENTS

       Separate accounts and private funds are generally only available for investment by “accredited
       investors,” “qualified purchasers,” and “qualified eligible persons” as these terms are defined
       under federal securities laws.

       BIIL will request certain identifying information about its prospective clients and, in some cases,
       the owners or control persons of the prospective client, in order to meet its obligations under U.K.
       legislation and regulations designed to fight the funding of terrorism, prevent money laundering
       activities, and comply with economic sanctions. This may include a request for identifying
       documents allowing for verification of the prospective client’s identity. If the prospective client
       refuses to provide the information requested and BIIL is not able to independently verify the
       prospective client’s identity, BIIL generally will not be able to accept the prospective client.