Bivium Capital Partners LLC

Item 5 - Fees and Compensation
Because Bivium’s Manager of Managers portfolios are customized to the specific needs of its institutional
clients, the Firm negotiates its fees on a client-by-client basis.

Bivium’s stated annual fees for all assets under management are as follows:

  US Small Cap US Equity                                       1.00%
  US All Cap US Equity                                         0.75%
  International Equity                                         0.85%
  International Small Cap Equity                               0.85%

CONFIDENTIAL Bivium Capital Partners, LLC | 601 Montgomery St., Suite 1212 | San Francisco, CA 94111 | T: 415.825.0610

  Emerging Market Debt                                         0.55%
  Global Credit                                                0.55%
  Core Fixed Income                                            0.40%
  Investment Grade                                             0.35%
  Cash Management                                              0.18%

The Firm’s approach to fees seeks to take into consideration several salient factors but remains highly
flexible. The fee structure assessment includes such factors as the type of mandate, the number of Sub-
Managers in the portfolio, the special requirements of the client, and the level of fees payable to underlying
Sub-Managers. Bivium offers fee structures based on client assets, including fees that are tiered based on
the assets under management for that account, performance-based or cost-plus fee structures (see Item 6 -
Performance-Based Fees and Side-by-Side Management for more information).

All fees are invoiced directly to the client. They are paid in arrears once the invoices have been approved
by the client. Bivium does not have the authority to deduct any fees directly from a client’s account. If fees
were to be charged in advance, the mechanisms for processing advisory fee refunds due to an account
termination or partial withdrawal of assets would be described in the client’s investment management
agreement. Bivium’s OCIO partner, Westfuller, has authority to deduct fees from some client accounts
Bivium co-manages for the OCIO partnership.

In addition to advisory fees paid to Bivium, clients may also incur brokerage and other transaction costs
associated with the management of their portfolios (Please see Item 12 - Brokerage Practices, for more
information). Client accounts may also incur fees and expenses from their custodian, and advisory fees and
other expenses charged by exchanged traded funds (“ETFs”) or mutual funds used in a client’s account.
Clients requesting Bivium sub-managers to use directed brokerage may incur higher transaction costs.

Unless a client chooses to pay the underlying managers directly, Bivium will pay a portion of its own fee
to the Sub-Managers of its Manager of Manager strategy. Clients choosing to pay the sub-managers directly
will incur this additional fee.

In accounts where Bivium’s fee is reduced by the fees charged by Sub-Managers (Bivium pays a portion
of its fee to the sub-manager), Bivium may be perceived to have an incentive to select Sub-Managers that
have the lowest fees. Bivium mitigates this conflict by having procedures designed to ensure fair treatment
of clients and to fulfill our fiduciary duty to our clients. Part of how Bivium mitigates this conflict is by
first choosing managers based on their merit, portfolio fit and performance. Once a manager is approved
for inclusion in client accounts, fees are negotiated.

Item 7 - Types of Clients
Bivium offers investment management services to institutional investors (e.g. pension and profit-sharing
plans, corporations, trusts, endowments, charitable organizations) and other business entities through its
Manager of Managers and Outsourced Chief Investment Officer Programs, described in Item 4 - Advisory
Business. Currently all clients of Bivium are public pension funds, endowments, foundations, or charitable
organizations. For one Bivium client, we are the General Partner for a fund owned by the client.

The minimum US dollar value for opening an account with Bivium is $25 million. This amount may be
waived by Bivium on a case-by-case basis and typically if there is reasonable assurance the account will
grow to $25 million or more. Bivium will not close accounts that are below $25 million due to market
fluctuations or client funding needs.

In addition, the Sub-Managers participating in the Manager of Managers Program may also have policies
concerning minimum account sizes, which may exclude the addition of a Sub-Manager into a client’s
account.