BNP Paribas Asset Management USA Inc

Fees and Compensation
 BNPP AM USA’s basic fee schedules, listed below, are subject to negotiation between the parties
 at BNPP AM USA’s discretion. The precise schedule of fees is dependent upon the size of the
 mandate as well as any client specific requirements. In addition, BNPP AM USA reserves the right
 to waive all or a portion of its management and performance-based fees, as applicable, and
 negotiate investment minimums. Comparable clients in the same investment style may have fee
 schedules that vary from the standard fee schedule and BNPP AM USA reserves the right to add
 or delete certain services discussed below. For comparable services, other investment advisers
 may charge higher or lower fees than those charged by BNPP AM USA.

 Our standard fees are generally as follows (per annum):

Product/Sub-Product Group           Product                              Fee Schedule
Multi-Sector                        Global Aggregate                     25 bps on first $100M
                                                                         20 bps on next $100M
                                                                         15 bps thereafter
Government                          Global Sovereign                     20 bps on first $100M
                                                                         15 bps on next $100M
                                                                         10 bps thereafter
Government: Inflation-Linked        Global ILB                           22.5 bps on first $250M
                                                                         17.5 bps on next $250M
                                                                         15 bps thereafter
Government: Inflation-Linked        U.S. TIPS                            20 bps on first $250M
                                                                         16 bps on next $250M
                                                                         12 bps thereafter
Short Duration                      Short Duration                       15 bps on first $100M
                                                                         10 bps on next $100M
                                                                         8 bps thereafter
Mortgages                           Mortgage Index                       20 bps on first $250M
                                                                         15 bps on next $250M
                                                                         10 bps thereafter

Alpha Strategies                    Currency Active Hedging              10 bps
                                                                         20% performance share
Alpha Strategies                    Currency Alpha (5% Volatility Target) 50 bps on all assets
                                                                          20% performance share

Alpha Strategies                     Mortgage Alpha                       20 bps on all assets
                                                                          20% performance share
Corporates                           Global Investment Grade              25 bps on first $100M
                                                                          20 bps on next $100M
                                                                          15 bps thereafter

Global Loans                         Global Loans                         45 bps on first $200M
                                                                          24 bps thereafter

Equities                             U.S. Small Cap Equity                60 bps on first $100M
                                                                          40 bps on next $100M
                                                                          35 bps thereafter
Equities                             U.S. Growth Equity                   50 bps on first $100M
                                                                          40 bps on next $100M
                                                                          35 bps thereafter
Equities                             Disruptive Technology                55 bps on first $100M
                                                                          40 bps on next $100M
                                                                          35 bps thereafter

 Fees charged by BNPP AM USA are specified in a client’s investment management agreement.
 Fees are payable quarterly, (although monthly, semi-annual and annual payment periods are also
 used) and are generally based upon the market value of assets managed as of the end of the
 preceding calendar quarter or on the average market value of assets managed within the calendar
 quarter. All client fees are paid in arrears.

 BNPP AM USA’s fees are exclusive of brokerage commissions, transaction costs and other related
 costs and expenses which shall be incurred by the client. Such costs are in addition to BNPP AM
 USA’s fees and BNPP AM USA does not receive any portion of these costs. Please refer to the
 section entitled “Brokerage Practices” below for further information regarding the factors that
 BNPP AM USA considers in selecting and recommending broker-dealers for client transactions
 and determining the reasonableness of their compensation.

 In lieu of direct investment, certain strategies or client mandates may allow the Firm to invest in
 one or more pooled investment funds managed/advised/sub-advised by BNPP AM USA or an
 affiliate ("affiliated funds") including ETFs, collective investment funds, private funds, offshore
 funds/pools, etc. A fund’s investments will be made in accordance with the fund’s offering
 documents (e.g., prospectus, offering memorandum, etc.). There may be additional risks discussed
 in the fund’s offering documents or governing instruments which are not discussed in this
...

Types of Clients
The Firm may provide customized investment management services to institutional clients,
including but not limited to, central banks, official institutions, supranational organizations, public
funds, employee pension funds, insurance companies, endowments, foundations, hospitals,
corporations, commercial banks, multinational investment banks, financial services companies,
mutual funds registered under the Investment Company Act of 1940, private funds and
Luxembourg-domiciled Reserved Alternative Investment Funds (RAIFs), including SICAVs, of
an affiliate. BNPP AM USA also provides non-discretionary investment management activities
and acts as a collateral manager for a collateralized loan obligation (CLO). As a discretionary
manager, we review the specific circumstances, current investments and investment goals of each
client. To assure an appropriate fit with the management style chosen, BNPP AM USA reserves
the right to review each prospective client as to investment profile.

We generally impose a $150 million account minimum for investment management
services. BNPP AM USA may negotiate minimum asset size on a case-by-case basis.

Methods of Analysis, Investment Strategies and Risk of Loss
BNPP AM USA’s investment philosophy is based upon the following beliefs:

FIXED INCOME
   i)   Systematic use of multiple alpha strategies delivers consistent returns. Our clients
        are looking for consistent returns with capital preservation. We have developed a
        systematic process to profitably exploit market inefficiencies in fixed income across
        global markets. We believe that asset allocation is best conducted by a dedicated top-
        down decision-making team able to compare relative value opportunities across all fixed
        income asset classes simultaneously; while more bottom-up security selection decisions
        are best left to specialist managers for each asset class. We believe this is the best way
        to deliver consistent returns and avoid a series of high and low returns.
   ii) Blending qualitative analysis and quantitative models yield superior results. We
        believe the combination of judgmental and quantitative alpha strategies is a more
        powerful way to manage fixed income and yield superior results. By using both
        methods, we are able to diversify returns, and therefore generate a better risk-adjusted
        return profile throughout a market cycle.
   iii) Specialized, accountable and incentivized managers make better decisions. We
        believe that accountability and transparency, expressed via individual risk budget
        allocations, results in better decision-making. Also, providing market competitive
        compensation levels and directly linking compensation with individual performance
        ensures superior-performing professionals are remunerated accordingly.
   iv) Management of risk ranks hand-in-hand with the search for alpha. We believe that
        the successful management of fixed income portfolios in today’s market is highly
        dependent upon sophisticated risk management practices. The development, integration
        and utilization of risk tools must always rank among the Firm's highest priorities.
   v) Constant innovation keeps us ahead of the curve. Innovation is necessary for value
        creation. Sustainable advancement requires continuous innovation – and specialization

          – as markets are constantly evolving. Our investment strategies and processes will
          evolve over time in anticipation of these changes.
    vi)   Environmental, Social and Governance awareness. We believe that ESG
          considerations, when combined with traditional financial analysis, can help investors to
          understand a wider set of risks and opportunities and, in turn, make better-informed
          investment decisions. This holds true for our US fixed income strategies, which abide
          by BNPP AM’s ESG integration guidelines, that stipulate that portfolio managers should
          not invest in securities without consideration of ESG and that portfolios should aim to
          have a higher ESG score and lower carbon footprints than their respective benchmarks
          or universes, in accordance with client guidelines.

Our clients’ portfolios are managed by a team of investment professionals. Investment decisions
are made by product heads and portfolio managers focusing on generating alpha according to their
specific expertise. All decisions are made to balance the expected return outcome with the
assessed risk of the position, in the context of the risk parameters and investment guidelines of
each client’s portfolio. Positions may be strategic and of a long-term nature, or tactical to take
advantage of short-term anomalies.

Product Solutions: The role of the product head is to manage the strategies within their product
areas. The product heads dynamically allocate risk to appropriate alpha teams and remain
responsible for performance of the overall strategy. Their role also is to ensure that the strategies
within the product area are relevant and continue to suit client needs and they are expected to
innovate and develop new strategies as markets develop and demands change. Ultimately, they
are responsible for the performance, quality and growth of the strategies within their respective
areas.

Portfolio Management: The role of the portfolio manager is to ensure portfolios are constructed
according to client guidelines and objectives such that risk is allocated to appropriate alpha
sources; risk utilization at the portfolio, alpha team and trade level is monitored; and the
combination of positions and sizing of these positions supports alpha and risk targets
specified. The portfolio manager works closely with the product head, who oversees the strategy,
and the client and client-facing teams to ensure a full understanding of the client’s investment
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