Essex Investment Management Company LLC

Item 5 – Fees and Compensation

Standard Fee Schedule

Essex is compensated for its investment advisory services through payments of fees by our clients. The
fees are based on a percentage of the assets in each client’s account as follows;

                   Type of Account                                          Annual Fee Rate
                   Equity Strategies                                            1.0%
                    Fixed Income                                                0.5%

Notwithstanding this fee schedule, and subject to applicable laws and regulations, Essex may, in its sole
discretion, negotiate or modify its fees for various reasons, such as the size of the client relationship, service
requirements or other factors. Essex may agree to offer clients a fee schedule that is lower than that of any
other comparable clients in the same investment style. Also, there may be historical fee schedules with
longstanding clients that differ from those applicable to new client relationships. For comparable services,
other investment advisers may charge higher or lower fees than those charged by Essex. Advisory fees may
be subject to a specified minimum annual fee; however, Essex reserves the right to waive all or a portion of
its management fee and negotiate minimum annual fees. The annual standard fee schedule below may be
modified from time to time. The fee schedule for each client’s account is stated in the investment advisory
agreement.

Generally, the minimum account size is $1,000,000 for separately managed account clients. Essex reserves
the right, in its sole discretion, to waive the minimum account size in special circumstances. In addition,
Essex reserves the right to set higher account minimums for certain strategies.

Fees for advisory services are generally billed separately at the end of each calendar quarter, in arrears. If
an account is terminated mid-quarter, the fees will be prorated to the date of termination. Upon account
termination, if any unearned fees were paid in advance, they will be refunded promptly. Fees are also
prorated at the inception of the investment advisory agreement to cover only the period of time the account
assets were under management. Generally, the investment management agreement grants Essex authority
to instruct the account’s custodian to pay the fees directly to Essex from the client’s account. In other
instances, Essex invoices the client directly and the client is responsible for remitting the payment.
To calculate the value of accounts in determining its advisory fees, Essex generally relies on prices provided
by custodians, third-party pricing services, and/or broker/dealers or platform sponsors for purposes of
valuing portfolio securities held in client accounts. Essex may, on occasion, be required to “fair value price”
a security when a market price for that security is not readily available or when Essex has reason to believe
that the market price is unreliable. When “fair value pricing” a security, Essex will use various sources of
information at its disposal to determine the price that the security would obtain in the marketplace if, in
fact, a market for the security existed. For any fair valued securities, Essex maintains policies and

procedures relating to the pricing process in an effort to mitigate any conflicts of interest with respect to
valuation.

In the non-discretionary third party-sponsored investment products described in Item 4, the client typically
pays the sponsor an all-inclusive fee, a portion of which is paid to Essex as compensation for the investment
advisory services that it renders to the sponsor. For detailed information on the fees charged by each
sponsor, please refer to the sponsor’s fee brochure or client investment management agreement.

Additional Fees and Expenses Payable by Clients

Essex’s fees do not include fees for brokerage commissions, transaction fees, service provider fees, and
other related costs and expenses which will be incurred by the client. Execution of client transactions
typically requires payment of brokerage commissions by clients. Item 12: Brokerage Practices further
describes the factors that Essex considers in selecting or recommending broker/dealers for the execution of
transactions and determining the reasonableness of their compensation (e.g., commissions). Investment
activity may also involve other transaction fees payable by clients, such as sales charges, odd lot
differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage
accounts and securities transactions. In addition, clients may incur certain charges imposed by custodians,
broker/dealers, third-party investment consultants, and other third parties, such as custodial fees, consulting
fees, administrative fees, and transfer agency fees.

Mutual Funds and Exchange Traded Funds

Essex may invest client assets in mutual funds and exchange traded funds (“ETFs”) managed by third
parties. Investors in these funds pay management fees and or other fees to the mutual fund’s service
providers in addition to the fees paid by the clients to Essex. Such fees and expenses for mutual funds and
ETFs may include management fees, distribution and/or service fees and other expenses such as custodial,
legal, accounting, transfer agent and other administrative expenses.

Mutual funds may also charge sales loads, redemption fees, exchange fees and account fees. ETFs generally
do not bear marketing and sales expenses; however, purchase of their shares may include brokerage
expenses.

If Essex were to invest any client account into a mutual fund that it manages, it would waive the account-
level investment advisory fee for that portion of the account.
Third-Party Private Funds and other Pooled Investment Vehicles
To the extent that Essex invests in private funds or other pooled vehicles sponsored by third parties, clients
...

Item 7 – Types of Clients

As noted in Item 4, Essex provides investment management services to institutional clients, such as
employee benefits plans, endowment funds, foundations, religious organizations, and mutual funds. Essex
also provides investment management services to individuals (private clients), limited partnerships and
limited liability companies.

Conditions for Managing Accounts

As noted in Item 5, as a general rule, Essex requires a minimum account size of $1,000,000 for separately
managed accounts. However, the minimum account size is negotiable and may be waived or modified at
the Firm’s discretion. In those circumstances where Essex serves as a sub-adviser to other funds or accounts,
the account minimums are determined by the fund or account sponsor. Generally, Essex requires each client
to execute an investment management agreement that details the services to be provided, the extent of
Essex’s authority, and the fees payable to Essex.