Denali Advisors LLC

Item 5: Fees and Compensation
Description
Denali is compensated for its services by collecting a fee that is a percentage of assets under
management.

STANDARD FEE SCHEDULES FOR MANAGED ACCOUNTS:

The standard fee for asset management services is based upon a percentage of the client’s assets
under management. While fees are negotiable, they will generally not exceed 1% of the market value
of the portfolio per year. The determination of the fees will be based on the type and size of the account

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as noted below:

                            Denali Network Denali Network    Denali Network Denali Network
                            Value Large    Value Mid         Value Small    Value SMID
        First $25 million   0.55%          0.75%             0.80%            0.75%

        Next $25 million    0.50%          0.70%             0.80%            0.70%

        Next $50 million    0.45%          0.65%             0.80%            0.65%

        Over $100 million 0.40%            0.65%             0.80%            0.65%

                            Denali NV
                            ACWI ex US
        First $50 million   0.75%

        Next $50 million    0.65%

        Over $100 million 0.50%

                                     Denali NV Developed Small             Denali NV Micro Core
                                         ex North America
 First $25 million                             1.00%                               1.25%
 Next $25 million                              1.00%                               1.25%
 Next $50 million                              1.00%                               1.25%
 Over $100 million                             1.00%                               1.25%

                                         Denali NV Emerging                Denali NV Developed
 $10 million minimum                            1.00%                              0.75%

                                     Denali Network Value Large         Denali Network Value Small
                                                SMA                                SMA
 $100,000 minimum                              0.75%                              0.80%

The table above represents Denali’s basic fee schedule for value equity portfolios. Denali retains the
right to negotiate fees at our discretion. Denali may negotiate a higher or lower fee arrangement based
on such factors as the number of portfolios and total assets managed for a client, and/or the level of
service required by the client.
Denali will be developing additional investment approaches in the future. Clients with whom Denali
works in developing such new investment approaches may be charged a lower fee. Similarly, a limited
number of initial accounts using newer approaches may be charged a lower rate with regard to such
accounts.

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GLOBAL CORE GROWTH

 On amounts up to $200 million Cumulative
                                                  First          $ 10,000,000           0.75%
 Fee Schedule Institutional Separate Account
                                                  Next           $ 15,000,000           0.65%
                                                  Next           $ 25,000,000           0.60%
                                                  Next           $100,000,000           0.50%
                                                  Next           $ 50,000,000           0.48%

 On amounts $200 million - $900 million           First          $200,000,000           0.50%
 Cumulative    Fee   Schedule    Institutional
 Separate Account

                                                  Next           $100,000,000           0.45%
                                                  Next           $100,000,000           0.40%
                                                  Next           $100,000,000           0.35%
                                                  Next           $100,000,000           0.30%
                                                  Next           $100,000,000           0.25%
                                                  Next           $200,000,000           0.225%

 On amounts not less than $900 million            First          $900,000,000           0.35%
 Cumulative   Fee    Schedule    Institutional
 Separate Account
                                                  Thereafter     *Negotiable            0.32%

Performance fees may be available above a stated base but must be negotiated and defined in writing
in advance of the initial period. Depending on performance, actual fees may be higher or lower than
amounts quoted here in any designated period.

U.S. EQUITY INCOME

 Cumulative Fee Schedule Individual Separate      Minimum        $100,000               0.65%
 Account
                                                     First       $1,000,000             0.65%
                                                  Thereafter                            0.50%

 Fee Schedule Institutional Separate Account      Minimum        $10,000,000            0.500%

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                                                        Thereafter     *Negotiable

U.S. LARGE CAP GROWTH / GLOBAL GROWTH ADR / NON-U.S. GROWTH ADR

  Cumulative      Fee    Schedule     Individual      Minimum         $100,000         0.75%
  Separate Account
All initial accounts or combined household accounts that deposit $5 million or more may qualify for a
negotiated rate. Accumulated assets under management as a result of market appreciation do not
typically qualify for this negotiated rate. Clients must discuss this rate with their client services
representative at the time of request.

U.S. LARGE CAP GROWTH
...

Item 7: Types of Clients
Description
Denali provides investment advisory and sub-advisory services to institutional, individual and high net-
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worth investors. Since Denali’s inception in 2001 (and 1990 in the case of former McKinley Capital
clients), the firm has acquired substantial mandates from a diverse group of institutional clients,
consisting primarily of foreign and U.S. domiciled corporate, state or municipal government and public
retirement plans, sovereign wealth funds, foundations, charities, endowments, Taft Hartley, union,
private investment funds, collective investment trust funds, partnerships, trusts, public and private
education plans, registered and non-registered funds, sub-advisory relationships, Native American
tribal entities and high net worth individuals.

While Denali has a greater number of individual high net-worth and wrap program clients, the majority
of assets under management are for institutional accounts. The firm has a diverse array of client types
and broad diversification among the top 10 clients.

Current Managed (Wrap) Programs include:

         Envestnet Premier Asset Management Program
         Sponsored by Envestnet Asset Management
         Robert W. Baird, Inc (“Baird”)

Denali reserves the right to waive minimum investments for initial and on-going relationships. Not all
products offer the exact same investment services.

Account Minimums

The suggested minimum investment level for D e n a l i institutional portfolios is $1-$10 million
depending on the strategy. I ndividual accounts in the following strategies are described below:

Product                         Minimum
Large Cap Growth                $100,000
Non-U.S. Growth ADR             $100,000
Global Growth ADR               $100,000
NV Small                        $100,000
U.S. Equity Income              $100,000
Diversified Income              $250,000
Liquid Private Credit (a/k/a Business Development Company) $100,000

Each individual wrap program clearly defines its minimums in the account documentation provided by
the wrap sponsor.

Non-registered Commingled/Pooled Fund investments are available only to qualified investors. Further
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information is contained in the Offering Memorandum. Please contact the firm at 858-558-3600 for details.

Denali acts as the general partner for various limited liability partnerships. Investment limits and
guidelines are included in the applicable offering memorandum. Please refer to Item 10 for details.

The account marketing minimum for value-oriented strategies is typically $5 million for institutional
accounts and $250,000 for individuals.

The account minimum may be waived or reduced at Denali’s discretion. This may affect overall and
individual performance.