Cipher Capital LP

Item 5. Fees and Compensation

 Performance and Management Fees. In compensation for its investment sub-advisory services,
 Cipher is typically entitled to a performance-based fee from each Client, subject to generation of
 income in the Client account (“Client Account”) in excess of the pertinent return hurdle. Cipher
 may also receive asset-based fees on the value of the net assets under management. Both the
 performance-based and asset-based fees vary by Client. The specific terms of fees payable by each
 Client are subject to negotiation and are specified in the pertinent investment management
 agreement. Performance-based fees are typically billed on an annual basis, while asset-based fees
 are typically charged monthly in arrears. Because each Client meets the definition of “qualified
 purchaser” as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, Cipher’s
 specific fee schedule is not required to be included in this Item 5.

Other Types of Fees or Expenses. Clients also generally bear other fees and expenses charged to Client
Accounts. These fees and expenses typically include, but are not limited to, (i) trading expenses, brokerage
commissions, and other transaction charges, (ii) fees and expenses incurred in the borrowing and lending of
securities, and (iii) interest, borrowing, margin expense and other financing charges charged to the Client
Account attributable to the acquisition of securities by the Account and the acquisition by the Client of financing
to fund the Client Account.

Item 7. Types of Clients

Cipher provides investment advisory services to sophisticated institutional clients and pooled
investment vehicles as a sub-adviser.