Cook Street Consulting Inc

Fees and Compensation
Cook Street provides certain services and information to clients independent of providers such as
the custodian, investment manager or plan administrator.

The fees for the services outlined in the above section will vary depending on a variety of factors.
These factors may include, but are not limited to, the size and complexity of the plan/client, time
allocation, location, and any additional services the client contracts Cook Street to perform. Given
these factors, fees may differ between clients for similar services. Every client receives an
individualized contract outlining their retainer fee prior to inception of our services.

Our fees are negotiable.

Fees are generally billed to clients by invoice. Most clients are billed a flat annual fee payable
quarterly in advance; however, a small minority pay an asset-based fee. Clients may pay a separate
hourly or flat fee for participant education services. If the account is terminated, the client is
returned the pro-rata amount of the prepaid fee, calculated on a daily basis. Generally, a client or
Cook Street may terminate the investment advisory agreement at any time with thirty (30) days
prior written notice. In some cases, if a client terminates the agreement prior to the first four (4)
quarterly payments having been paid, Cook Street may charge a pro-rated fee to cover any services
performed, including but not limited to any costs related to such services, through the termination
date. Cook Street will provide detailed accounting of this fee to the client. Cook Street’s consulting
fee does not include fees charged by the custodians, investment managers, or other service
providers. Additionally, it does not include any transaction costs.

Any project-based services will be quoted on a case-by-case basis. Such fees will be fully disclosed
to the client prior to being hired for that project. Some clients reimburse Cook Street for travel for
our employees to provide education services. If a client will be responsible for reimbursing
expenses, this will be disclosed in the contract.

In addition to fees paid to Cook Street, clients may also be charged fees by their chosen broker-
dealer, custodian, etc. These fees may include, but are not limited to, account termination fees,

distribution fees, mutual fund fees, etc.

Performance Based Fees and Side-by-Side Management
Cook Street does not charge any performance fees or engage in side-by-side management.

Types of Clients
Cook Street primarily provides customized fiduciary (within the meaning of Section 3(21) of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and investment
consulting services to certain retirement plans, plan sponsors and/or plan fiduciaries, corporate
accounts, foundations, and endowments. Cook Street does not have a minimum account size.

Methods of Analysis, Investment Strategies and Risk of Loss
Cook Street’s Investment Committee (the “Investment Committee”), which consists of consultants
and research professionals, work together to conduct qualitative and quantitative analysis on all
managers recommended for client portfolios or plans. This analysis is conducted for the managers
of mutual funds, co-mingled trusts, separately managed accounts, exchange-traded funds, hedge
funds, and private equity funds in asset classes, including, but not limited to, fixed income, equities,
and alternatives. For these managers, the analysis includes, but is not limited to, a review of:

       Regulatory oversight
       Correlation to style or peer group
       Historical absolute, relative and risk-adjusted performance
       Track record & tenure
       Assets under management
       Holdings & style consistency
       Expense ratios/fees and structure
       ESG criteria

This research and monitoring is performed quarterly and due diligence is performed largely via
conference calls and to a lesser degree in-person meetings. These evaluations lead directly to our
formal recommendations regarding actions to be taken.

Given that our clients consist of retirement plan sponsors, corporate accounts, foundations, and
endowments whose general investment strategy includes a long-term horizon, Cook Street primarily
analyzes the investment managers in the context of a relatively long-term investment relationship.

Investing in securities involves risk of loss and clients should be prepared to bear that risk of loss.

The following is not meant to be a complete description of risks.
       Market Risk: The price of any security, including exchange-traded funds (“ETFs”),
        equities, bonds or mutual funds may drop in reaction to tangible and intangible events and
        conditions. This type of risk is caused by external factors independent of a security’s
        particular underlying circumstances. For example, political, economic, and social
        conditions may trigger market events.

   Liquidity Risk: Liquidity is the ability to readily convert an investment, including ETFs,
    into cash. Generally, assets are more liquid if many traders are interested in a standardized
    product. For example, Treasury Bills are highly liquid, while real estate properties are not.
   Interest-Rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate.
    For example, when interest rates rise, yields on existing bonds become less attractive,
    causing their market values to decline.
   Reinvestment Risk: This is the risk that future proceeds from investments may have to be
    reinvested at a potentially lower rate of return (i.e., interest rate). This primarily relates to
    bonds.
   Call Risk: Bonds that are callable carry an additional risk because they may be called prior
    to maturity depending on current interest rates thereby increasing the likelihood that
    reinvestment risk may be realized.
   Credit Risk: The price of a bond depends on the issuer’s credit rating, or perceived ability
    to pay its debt obligations. Consequently, increases in an issuer’s credit risk, may
    negatively impact the value of a bond investment.
   Inflation Risk: When inflation is present, a dollar today will not buy as much as a dollar
    next year, because purchasing power is eroding at the rate of inflation.
   Speculation Risk: The commodities markets are populated by traders whose primary
    interest is in making short-term profits by speculating whether the price of a security will
    go up or go down. The speculative actions of these traders may increase market volatility
    that could drive down the prices of commodities.
   Geopolitical Risk: The world's natural resources are located in various continents and the
    jurisdiction over those commodities lies with sovereign governments, international
    companies, and many other entities. Disagreements over licensing agreements, tax
    structures, environmental concerns, employment of indigenous workers, and access to
    technology could negatively impact the price of commodities. Additionally, international
    disagreements over the control of natural resources could negatively impact the price of
    commodities.
   Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar
    against the currency of the investment’s originating country. This is also referred to as
    exchange rate risk.
   Foreign Market Risk: The securities markets of many foreign countries, including
    emerging countries, have substantially less trading volume than the securities markets of
    the United States, and securities of some foreign companies are less liquid and more volatile
    than securities of comparable United States companies. As a result, foreign securities
    markets may be subject to greater influence by adverse events generally affecting the
    market, by large investors’ trading significant blocks of securities, or by large dispositions
    of securities, than as it is in the United States.
   Force Majeure Risk: This is the risk that there may be an act of God, terrorist act, global
    health pandemic, failure of utilities or other similar circumstance not within the reasonable
    control of Cook Street that may have an unknown and potentially catastrophic effect on the

    global markets. Cook Street has a business continuity plan to mitigate the effects of a force
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