FASA LLC

Item 5            Fees and Compensation
ADVISORY FEES
Investment management fees are generally calculated under contractual arrangements with the
Adviser’s Accounts as a percentage of (i) the market value of assets under management, or (ii)
the net asset value of each investor’s capital account or share value per annum. Annual rates
vary by investment objective and type of services provided. Fee arrangements for any Separate
Accounts vary by client, and are based on a number of different factors, including investment
mandate, services performed, and account/relationship size. To the extent permitted under the
Investment Advisers Act of 1940, (the “Advisers Act”) and other applicable law, the Adviser may
negotiate and charge performance fees, as well as asset based fees, in connection with
Accounts. In addition, fees may be fixed, fixed plus performance or performance only.

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Please refer to Item 6 (“Performance-Based Fees and Side-by-Side Management”) for additional
discussion of performance based fees.
The Adviser is not generally required to provide notice to, or obtain the consent of, one client
when waiving, reducing or varying fees or modifying other contractual terms with any other client.
However, Separate Account and Sub-Advised Product clients, if any, may from time to time seek
to negotiate most favored nation (“MFN”) clauses in their investment management agreements
with the Adviser. These clauses typically require the Adviser to notify a client with an MFN clause
if the Adviser subsequently enters into an agreement with a comparable client that provides a
more favorable fee rate or certain other contractual terms than those in place with the client who
has the MFN clause at that time. Individual investors in certain funds may seek to negotiate
similar MFN provisions as a condition of their investment. Once notified, the client can elect to
either adopt or reject the more favorable terms or, usually when the MFN clause relates only to
fees, may require that any more favorable fee rate terms be extended automatically to the client.
The applicability of an MFN clause will typically depend on the degree of similarity between
clients. The Adviser will consider a number of factors when determining similarity between
Accounts, including the type of client, the scope of investment discretion, reporting and other
servicing requirements, the amount of assets under management, the fee structure and the
particular investment strategy selected by each client. The Adviser does not under normal
circumstances apply an MFN clause negotiated with its own client to investment management
agreements between the Adviser’s affiliates and their clients. The Adviser has sole discretion
over whether or not to grant any MFN clause in all circumstances.

FEE SCHEDULES
U.S. REGISTERED FUNDS
With respect to the Adviser’s management of U.S. Registered Funds, investors should consult the
U.S. Registered Funds’ offering documents and/or shareholder reports for specific fee information
on those products. The compensation paid by each U.S. Registered Fund is described in its
prospectus, statement of additional information, and/or shareholder reports. Under their
investment management agreements, the funds typically pay their advisers a monthly fee in
arrears (i.e., after the services are rendered) based upon a percentage of the fund’s average daily
net assets. Annual fee rates under the various agreements are often reduced as net assets
exceed various threshold levels. Annual rates also vary by investment objective and type of
services provided. Investment management agreements generally permit advisers to provide
investment management services to more than one fund and to other clients as long as the
advisers’ ability to render services to each of the funds is not impaired, and so long as purchases
and sales of portfolio securities for various advised funds are made on an equitable basis.

PRIVATE FUNDS
Each Private Fund’s private placement memorandum (“PPM”), subscription agreement and/or
other governing document discloses the applicable fees and expenses. Fees charged to Private
Fund investors (“Private Fund Investors”) will typically differ from fees charged to other Account
clients even where a similar investment mandate is followed. Fees disclosed in the offering
documents of Private Funds may be negotiated in certain circumstances by a particular investor
in those Private Funds.

TIMING AND PAYMENT OF ADVISORY FEES
The timing of fee payments will be negotiated with each client or, with respect to the Adviser’s
Funds, as set forth in the relevant Fund’s offering documents or PPM. Asset-based fees
generally are paid monthly or quarterly and are calculated on the value of the Account’s net
assets under management or, in the case of certain closed-end funds and Private Funds,
committed capital or invested capital. In some limited cases, the Adviser may charge the
management fee in advance.
With respect to certain Private Funds (and similarly managed Separate Accounts), performance
fees or other performance based compensation may be generally based on exceeding specified
yield or total return benchmarks or other “hurdles” and generally are payable: (i) on a quarterly or

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annual basis, (ii) at the time of an investor’s withdrawal or redemption with respect to the amount
withdrawn or redeemed, and/or (iii) as investments are realized and/or capital is distributed.
Certain Private Funds may charge performance fees based on the relevant Private Fund’s net
profits without regard to any benchmark or performance hurdle. In some cases, arrangements
may be subject to a cumulative high water mark or other provisions intended to ensure that prior
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Item 7          Types of Clients
The Adviser currently provides investment advisory and portfolio management services under
investment management agreements with clients in jurisdictions worldwide, which include U.S.
and non-U.S. registered funds and unregistered Funds. The Adviser may also provide such
services to Separate Accounts and may provide sub-advisory services to Sub-Advised Products
sponsored by other companies, which are sold to the public under the brand names of those
other companies.

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The Adviser generally will not accept management of a new client Account of less than $200
million unless special circumstances are present. Special circumstances include the existence of
a related account already managed by the Adviser or an affiliate. Minimum investment
requirements for U.S. Registered Funds, Private Funds or other pooled investment vehicles
managed by the Adviser are generally set forth in the prospectus, PPM or other offering
document. In some cases, Account minimums are negotiated or waived at the Adviser’s
discretion.

U.S. REGISTERED FUNDS
Franklin Templeton Investments’ proprietary retail open-end and closed-end investment
companies are registered under the 1940 Act and their securities are registered under the
Securities Act of 1933 (“Securities Act”), and are offered under one of the Franklin Templeton
Investments brand names.
These funds consist of various open-end investment companies serving the institutional and
retail market, including variable insurance funds and smart beta, passive and actively managed
exchange traded funds (also referred to as ETFs). The Franklin and Templeton management
groups also advise a smaller number of publicly traded closed-end investment companies, and
the Franklin management group advises a number of money market funds.
Funds managed by separate management groups may have a common board of directors/board
of trustees.
The Adviser may also provide sub-advisory services to one or more products sponsored by
third-parties.

INSTITUTIONAL SEPARATE ACCOUNTS
When the Adviser provides investment management services to institutional Separate Account
clients, it generally does so in accordance with the investment guidelines and restrictions that
are agreed to between the client and Adviser in the investment management agreement, which
may be amended from time to time when mutually agreed to in writing.
Each client’s guidelines are tailored to reflect their particular investment needs. The Adviser
provides a broad array of investment management services to institutional clients, which may
include, from time to time, corporations, charitable foundations, endowment funds and
government and corporate defined contribution and pension plans.
Use and Provision of Client Information and Confidentiality Clauses in Investment
Management Agreements
The Adviser may include a Separate Account client’s name in a representative or sample client
list prepared by the Adviser with the client’s consent.
The Adviser is not generally required to provide notice to, or obtain the consent of, any client for
use or disclosure of Account information to third parties, provided such use does not disclose the
client’s name or other personal information. This may include information relating to the Adviser’s
investment experience with respect to an Account or an Account’s performance, composite and
representative Account performance presentations, marketing materials, attribution and research
analyses, statistical and data compilations, or similar materials.
In certain circumstances, the Adviser may disclose information to third parties that includes a
client’s name, account number or other account information (including non-public information) if
this is required (i) in connection with the performance of its services under the respective
investment management agreement (including, but not limited to, providing trading and other
account information to brokers and third-party administrators, and the preparation and printing of
client account statements and reports by third parties), (ii) by law or regulatory authority, including
but not limited to any subpoena, administrative, regulatory or judicial demand or court order, or
(iii) by the bylaws or equivalent governing documents of any issuer in which the Account is
invested. While the Adviser is not generally required to provide notice or obtain consent in these
situations, certain clients may request advance notice of a regulatory request, to the extent
permitted by applicable law or regulation.

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PRIVATE FUNDS
As a general matter, each Private Fund is managed in accordance with its investment objectives,
strategies and guidelines, as described within the Private Fund’s PPM, and is not tailored to the
needs of any particular Private Fund Investor. In addition, an investment in a Private Fund does
not, in and of itself, create an advisory relationship between the Private Fund Investor and the
Adviser. Therefore, Private Fund Investors must consider whether the Private Fund meets their
investment objectives and risk tolerance prior to making an investment. Information about each
Private Fund can be found in its PPM, which will be available to current and prospective Private
Fund Investors only through a broker-dealer affiliated with the Adviser or another authorized
party. In some limited cases, a Private Fund may be established for the benefit of a single Private
Fund Investor, in which case the Private Fund may be tailored to the individualized needs of that
Private Fund Investor. Certain non-U.S. affiliates of the Adviser may act as placement agents with
respect to the distribution of Private Funds to Private Fund Investors outside the United States.
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