First Manhattan Co LLC

ITEM 5: FEES AND COMPENSATION

We manage portfolios consisting primarily of publicly traded equity and fixed-income securities on
either a discretionary or non-discretionary basis. Portfolio transactions are customarily effected through
FMS, our broker-dealer affiliate, to the extent permitted by law, as discussed in more detail under Item
12.

Investment advisory fees for separately managed investment advisory accounts are generally billed and
are payable quarterly, in arrears, each April 1, July 1, October 1, and January 1, based on the average
daily valuation of assets under management in client account(s) for the preceding three-month period.
Where appropriate, the investment advisory fees are prorated to align with the service provided during
that period.

Pursuant to the investment advisory agreement that they enter into with us, clients grant permission for
fees to be deducted directly from their investment advisory accounts. In some instances, clients may
provide alternative payment instructions in writing. Fees are not negotiable except in rare instances. The
initial fee for the first calendar quarter, or part thereof, in which we perform our services in respect of
client’s accounts is ordinarily calculated based on the start date when the initial assets are placed in the
portfolio and prorated based on the number of calendar days remaining in the quarter. Investment
advisory fees we earn in connection with the private investment funds and the FMC ETFs to which we
serve as investment adviser are set forth in the operating documents or investment advisory agreements
governing such funds. The Board of Trustees of the FMC ETFs approves our investment advisory
agreements with the FMC ETFs and the fees charged to the FMC ETFs.

We charge different fees for investments in non-discretionary investment advisory accounts and
discretionary accounts, including with respect to “active investments” and “passive investments” that we
manage on a discretionary basis. We consider “active investments” to be individual, non-fund securities
in a client’s portfolio that are managed by a First Manhattan Portfolio Manager, in which case we will
charge our standard fees. From time to time, a First Manhattan Portfolio Manager may pursue a strategy
to invest in exchange- traded funds, mutual funds, or other similar fund investments whose underlying
component assets are selected and managed by an unaffiliated third party. We consider these
investments to be “passive investments,” in which case we will charge lower fees than the fees charged
for active portfolios; the fees vary depending, among other things, on the value of the portfolio.
Additionally, these “passive investments” typically are subject to embedded fees assessed by third
parties associated with the products themselves including, but not limited to, management fees, sub-
transfer agent fees, distributor fees, short-term redemption fees, and administrative expenses.

When one (or both) of the FMC ETFs is held in a separately managed investment advisory account, the
account holder will bear the fees and expenses of that FMC ETF as one of its shareholders. However,
the account holder will not pay account-level management fees on assets invested in that FMC ETF.
Clients should consult a member of their First Manhattan Portfolio Management team for additional
information.

In addition, some discretionary accounts are eligible for tiered fee schedules that vary based on different
factors, including, among other things, the individual Portfolio Manager and the aggregated size of the
client relationship. For client portfolios that include both active and passive assets, tiered asset
thresholds are applied first to active assets and then to passive assets. Please consult a member of your
First Manhattan Portfolio Management team for additional information on such tiered fee schedules.
The following charts provide an overview of the fees that we charge in the ordinary course for
investments in discretionary and non-discretionary investment advisory accounts.

Because fees vary based on different factors, including, among other things, the individual Portfolio
Manager and the aggregated size of the client relationship, the charts are provided for illustrative
purposes. Please consult a member of your First Manhattan Portfolio Management team for additional
information on fees.

                                               DISCRETIONARY ACCOUNTS

                                 Standard Investment Advisory Fees for Discretionary Accounts

Active Fixed Income                         Up to 0.375% of the value of the portfolio in fixed-income securities
Active Equity (no breakpoint)               Up to 1.20% of the value of the portfolio in equity securities (no breakpoint) (including,
                                            among other things, common stocks and securities convertible into common stocks).
Active Equity (breakpoint)                  Declining from a maximum of 1.20% (for portfolios of less than $3 million) to a minimum
                                            of 0.60% (on assets above $40 million for portfolios totaling between $40 to $70 million) of
                                            the value of the portfolio in equity securities (including, among other things, common
                                            stocks, and securities convertible into common stocks).
                                            Various incremental breakpoints apply for asset values between $3 million and $70 million.
                                            The effective fee percentage will vary primarily based on the aggregate value of the
                                            portfolio. The breakpoints are generally as follows and are provided for illustrative
                                            purposes:
                                                 •    Up to 1.20% for less than $3 million
...

ITEM 7: TYPES OF CLIENTS

We provide investment advice to individuals, pension and profit-sharing plans, trusts, estates and
charitable organizations, corporations and other types of business entities, institutional clients, and the
FMC ETFs. We also provide investment advice to educational institutions, private investment
partnerships and other entities. For our separately managed accounts, we generally require a minimum
starting portfolio asset value which we retain the discretion to adjust from time to time. An individual
Portfolio Manager may have a higher minimum starting portfolio asset value for separately managed
accounts under his or her management. See the applicable Statement of Additional Information for a
description of the compensation paid to the Portfolio Manager of the FMC ETFs.

Our private investment partnerships have minimum investment amounts and investor eligibility criteria
as set forth in their respective offering documents. We reserve the right to waive or reduce the established

investment minimum for investors in the private investment partnerships. Prospective investors should
refer to each respective partnership’s offering documents for a full explanation of the terms and
conditions for investor eligibility.