Barings LLC

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). Barings maintains standard fee schedules
       applicable to separate accounts managed according to certain investment strategies, which can
       be found in Appendix A. Barings 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 Barings
       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) (noting that certain of these expenses may be covered by Barings or its
affiliates for other advisory clients managed by Barings who are not private funds), 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 Barings). Certain private fund clients pay Barings 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 Barings. 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 Barings’ allocation policies, cross-trading procedures, and other controls designed to
address these conflicts.

E. AFFILIATE ACCOUNTS

Fees charged to accounts of Barings’ 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 Barings’ 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 Barings. If a client terminates or begins its relationship with Barings during a
billing period, asset-based fees are prorated for the number of days during the quarter such client
was a client of Barings.

      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
      Barings and are generally payable in arrears. Asset-based fees are calculated monthly, quarterly,
      or semi-annually in accordance with the applicable investment advisory agreement. Barings
      serves as administrator for certain fund clients and, in those cases, is responsible for calculating
...

ITEM 7 – Types of Clients

I.     TYPES OF CLIENTS

       As described above under “Item 4 – Advisory Business,” Barings 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.

       Barings also has non-client relationships with certain entities for which it provides services and or
       receives compensation. These services are not provided pursuant to an investment advisory
       agreement, and these entities are not investment advisory clients of Barings. However, in certain
       circumstances Barings, in its discretion, elects to treat such entities in the same manner as its
       clients for purposes of certain of Barings’ policies and procedures. Specifically, such entities
       generally receive allocations of opportunities from Barings and are included in Barings’ allocation
       policies and procedures, as described in “Item 12 – Brokerage Practices.”

II.    MINIMUM ACCOUNT SIZE

       A. INSTITUTIONAL SEPARATE ACCOUNTS

       For separate account clients, Barings generally requires a minimum investment of between $50
       million and $250 million per investment strategy. Barings 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

       Barings’ 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.

      Barings 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.S. 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 Barings is not able to independently verify
      the prospective client’s identity, Barings generally will not be able to accept the prospective client.