First Pacific Advisors LP

ITEM 5            FEES AND COMPENSATION

Compensation earned by the firm for the provision of investment advisory services to FPA Client
Accounts is primarily comprised of management fees based on a percentage of assets under
management during the investment period, as well as, in certain circumstances , performance-
based compensation. As further discussed in Item 6, the different compensation structures used by
FPA Client Accounts create a potential conflict in that FPA may be incentivized to allocate
investment opportunities to the FPA Client Accounts that are subject to performance-based
compensation. Management fees and performance-based compensation, if any, are described
within the Governing Documents for each FPA Client Account that FPA manages.

Management fees are generally calculated either by the fund administrators (in case of FPA
Registered Funds and FPA Private Funds), or by SEI Global Services, Inc., (“SEI”), FPA’s middle

office operations service provider, as per the Governing Documents (in the case of SMAs). Certain
SMA clients calculate their own management fees, and FPA or SEI verifies such calculations.

Performance-based compensation, if applicable, with respect to any FPA Private Fund, is generally
calculated by the fund administrator. In certain cases, performance-based compensation calculated
by the fund administrator may be based on market valuations provided by FPA. With respect to
any SMA, performance-based compensation is generally calculated by the SMA client and verified
by FPA (or SEI) in accordance with the relevant Governing Documents. In cases where FPA (or
SEI) calculates the management fees or performance-based compensation, such management fees
or performance-based compensation, as applicable, are not verified by any independent third party.

For FPA Registered Funds or FPA Private Funds in which FPA has engaged a sub-adviser, FPA
pays a portion of the investment advisory fee and performance-based fee/allocation/carried interest
(as applicable) it receives to such sub-adviser. Investors do not pay any additional fees for sub-
advisory services. The portion of the investment advisory fee and performance-based
fees/allocations/carried interest (as applicable) paid to sub-advisers are generally calculated by the
fund administrator.

FPA, through its Valuation & Liquidity Committee, oversees the valuation of securities. The
Valuation & Liquidity Committee maintains procedures requiring, to the extent possible, pricing
from an independent third-party pricing vendor as determined by its approved pricing hierarchy. If
vendor pricing is unavailable, the Valuation & Liquidity Committee then looks to other observable
inputs for its valuations. If a vendor price or other observable inputs are unavailable or deemed
unreliable, the Valuation & Liquidity Committee makes a reasonable determination of a security’s
fair value. Note that pricing services generally value fixed income securities assuming orderly
transactions of institutional round lot size. However, a FPA Client Account may hold or transact
in such securities in smaller, odd lot sizes, whether at the time of initial purchase, after amortization
of the security over a period of time, or upon full or partial redemption, which could impact the
value. In addition, fixed income securities with maturities of 60 days or less are generally valued
at amortized cost.

The following is a general description of the management fees typically charged and other
compensation received by FPA for each type of client. Investors and clients should refer to the
Governing Documents for complete information on fees and compensation.

Advisory Fees for FPA Registered Funds

In its capacity as investment manager to the FPA Registered Funds, FPA typically charges an
investment management fee that ranges from 0.25% to 1.00% of the FPA Registered Funds’
average daily net assets. FPA Registered Fund fees and expenses are described in each FPA
Registered Fund’s prospectus and statement of additional information. For certain FPA Registered
Funds, FPA pays a portion of its investment management fee to a sub-adviser. These fees range
from 0.35% to 0.40% of such FPA Registered Fund’s average daily net assets.

Investment management fees and any additional compensation paid to FPA may be waived by
FPA in its sole discretion, both voluntarily and on a negotiated basis with an FPA Registered
Fund’s Board or similar body, or an FPA Registered Fund’s sponsor (though not with individual

investors in an FPA Registered Fund). FPA may receive additional compensation for
administrative or other services provided to the FPA Registered Funds as described in the
respective FPA Registered Fund’s offering documents.

Advisory Fees for SMAs

The basic fee schedule for SMAs typically ranges from 0.25% to 1.00% of assets under
management depending on product, asset type, and size of account. In addition, certain
SMAs may be subject to a performance-based fee payable to FPA, which may range from 1.0%
to 25.0% of the appreciation in a SMA client’s capital balance during the year, subject to various
contingencies such as a hurdle rate or other conditions.

Fees are generally billed monthly or quarterly, in advance or in arrears, based on the market value
of the account(s) as specified in the Governing Documents. In addition to securities, market values
include cash, cash equivalents, accrued dividends and other income. If an account is opened or
closed during a billing period, the advisory fees are pro-rated for that portion of the billing period
during which the account was open. FPA may agree to certain fee reductions or waivers. Any such
agreements are memorialized in writing.

Management Fees for FPA Private Funds

In its capacity as investment manager to the FPA Private Funds, FPA typically charges an annual
management fee, generally paid monthly or quarterly, in an amount generally ranging from 0.20%
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ITEM 7           TYPES OF CLIENTS

FPA provides advisory services to FPA Client Accounts on a discretionary basis consisting of its
FPA Registered Funds, FPA Private Funds, and SMAs. FPA’s SMAs and FPA Private Funds
investors may include state or municipal government entities; pension and profit-sharing plans;
insurance companies, trusts, estates, charitable organizations, foundations or endowments;
corporations or business entities other than those previously referenced, UCITS, and high net
worth individuals. In addition, FPA provides investment advisory services as a sub-adviser to
certain investment advisers to investment companies and CITs sponsored by third parties. From
time to time, FPA may also provide non-discretionary advisory services (“assets under
advisement”) to Unified Managed Accounts (“UMAs”).

The minimum initial investment for the open-end FPA Registered Funds ranges from $1,500 to
$100,000,000 depending on the fund and share class, as applicable. Each fund’s Prospectus details
its minimum initial investment amounts. Source is a closed-end fund trading on the New York
Stock Exchange (“NYSE”) and may only be purchased and sold when the NYSE is open for
trading. Finally, the FPA ETFs have no minimum investment. Shares of the FPA ETFs may only
be purchased and sold on the secondary market when the Chicago Board Options Exchange

(“Cboe”) exchange is open for trading.

For the SMAs, FPA generally requires a minimum investment of $10 million to $50 million,
dependent upon, among other things, the strategy for the particular SMA. Each of the FPA Private
Funds generally has a minimum investment ranging from $500,000 to $2,500,000 per investor.
FPA may waive these minimums at its discretion. Additional information about the minimum
investments for each FPA Client Account and other investment qualifications and conditions are
described in the applicable Governing Documents.