Counterpointe Investment Management LLC

Item 5: Fees and Compensation

The fees applicable to the Separately Managed Accounts are set forth in detail in the
Separately Managed Accounts’ Investment Management Agreements. A summary of such
fees is provided below.

Separately Managed Accounts
For the SMAs, the management fees are calculated by applying each Asset Class’s base fee
rate, as listed in the respective IMA, to a simple average of the Management Fee Base
measured as of each month-end date in the relevant calendar quarter. There are no
performance fees under the SMAs but there may be performance fees included in future
separately managed accounts.

Other Types of Fees or Expenses

Form ADV Part 2A Brochure

The Adviser shall be responsible for all ordinary and reasonable operating costs and general
office expenses including compensation for staff (including directors and other management
personnel who are employed by the Adviser or an Affiliate of the Adviser); governmental,
regulatory, compliance, filing and registration costs and expenses of the Adviser that are
unrelated to the SMAs; and all costs and expenses of providing the SMAs the office space,
facilities, supplies and necessary administrative and clerical functions connected with the
SMAs’ operations.

Fees and expenses incurred in connection with each SMA pursuant to the respective IMA shall
be paid to the Adviser by the SMA including, without limitation, (i) third-party investment
expenses (e.g., third-party expenses that the Adviser reasonably determines to be related to
the assets for the SMA, such as brokerage commissions, clearing charges, order execution and
settlement charges, custodial fees, bank service fees and interest expenses, set-up and
ongoing costs with respect to establishing and maintaining trading relationships for the SMA
and with respect to investment structures; (ii) other third party fees and expenses (including,
without limitation, due diligence (and reasonable travel in connection therewith), expenses of
counsel and consultants and other costs related to the acquisition, holding, structuring,
operation or disposition of assets, each only to the extent not paid by the borrower or
property owner in connection with a proposed transaction; (iii) expenses of counsel,
accountants and consultants; (iv) the cost of procuring and maintaining insurance; (v)
third-party valuation service expenses; (vi) expenses relating to the management of the SMA
(including, without limitation, the preparation of reports); and (vii) extraordinary expenses,
provided, however, that the Investment Manager must obtain prior written approval from the
Client before incurring any contemplated fees and expenses for the Account in excess of
$25,000 in any single instance and $100,000 on an aggregate basis in any calendar year.

Any expenses attributable to the SMAs and one or more other clients managed or advised by
the Adviser shall be allocated on a pro rata basis to all such accounts.

Neither the Firm nor its employees accept compensation, including sales charges or service
fees, from any person for the sale of securities or other investment products.

Item 7: Types of Clients

As described in Item 4 above, our SMA clients are insurance companies. We may manage
additional SMAs or private fund clients in the future, in which case the investors may include,
without limitation, funds of funds, family offices, foundations, institutional investors, private
wealth and financial advisory clients, distributor platforms and high net worth individuals.

The minimum account size to establish a Separately Managed Account is generally
$100,000,000. However, the Firm, in its sole discretion, may accept a lower minimum
investment amount from time to time.