Berenberg Asset Management LLC

Item 5 | Fees and Compensation

BAM clients pay a quarterly management fee based on the account value as defined in the
applicable Governing Documents agreed to with the client. The management fee is payable in
arrears on the 30th business day after the end of each quarter. BAM may charge a performance-
based fee. Performance-based fees are calculated based on a share of revenue generated by the
client's portfolio. Performance-based fees will only be charged to those clients who, at the time of
entering into a Governing Document with BAM, are deemed "qualified clients" under Rule 205-
3 of the Advisers Act.

Overall fees and payment terms vary by client depending on several factors, including but not
limited to, related accounts, portfolio style, whether BAM has discretionary trading authority, and
amount of assets under management and will be determined as set out in the applicable Governing
Documents. Management fees are communicated by sending an invoice to the client on a
quarterly basis.

Because the management fee is paid in arrears, refunds for fees paid are generally not given. In
the event an account terminates, fees will be prorated for the number of days the account was
under management. Typically, Governing Documents for a separately managed account can be
terminated by providing 90 days advance written notice. After 90-day notice has been provided,
fees due for the final period of the agreement will be adjusted proportionally to the number of days
left in the agreement and will be due no later than 30 days after the date of account termination.
Under specific circumstances, BAM offers different terms to the client. No penalty will be charged
for termination.

In addition to the fees above, each client generally must bear all of its operating expenses, which
may include:
    • legal, auditing and accounting fees and expenses (including costs of reports to the client,
       financial statements, and tax returns);
    • custodial fees;
    • transaction and currency costs;
    • all extraordinary expenses (such as litigation);
    • interest on and fees and expenses arising out of all permitted borrowings made on behalf
       of the client; and
    • any taxes, fees or other governmental charges levied against the client and all expenses
       incurred in connection with any tax audit, investigation, settlement or review of the client's
       account.
                                  Berenberg Asset Management LLC                                  5

BAM clients incur brokerage and other transaction costs, as discussed more fully under
"Brokerage Practices" in Item 12 below.

Neither BAM nor any of BAM's supervised persons accept commissions or markups or other
compensation for the sale of investment products that BAM recommends to its clients in addition
to its advisory fees.

Item 7 | Types of Clients

BAM provides discretionary and non-discretionary portfolio management services by serving as
an investment adviser or sub-adviser to mutual funds, private funds and separately managed
accounts for certain institutional clients.

Subject to negotiation and exceptions, there is a minimum size of $10,000,000 for sub-advised and
private accounts. BAM can, at its sole discretion, exempt certain accounts from this minimum.