Greenrock Research Inc

ITEM 5: FEES AND COMPENSATION

All Greenrock fees are negotiable. All fees for the following services are based on a percentage
of the Advisory Firm client assets under management by Greenrock:

        selecting, recommending and monitoring investments and portfolio managers
        selecting, recommending and monitoring mutual funds, ETFs and Private Investment
         services
        active portfolio management services

The basic fee for Greenrock's sub-adviser, mutual fund, ETF and Private Investment advisory
services (see pages 3-5 above), including the full range of administrative services offered, is:

    5 to 20 basis points (5/100 of 1 % to 2/10 of 1%) of the securities (individual equity or
     debt securities), plus cash equivalent securities, in the accounts of end clients which a
     financial planning or other investment management firm (“Advisory Firm”) has placed

       under management by a Greenrock-recommended portfolio manager. The exact fee
       within the range of 5 to 20 basis points is based on the style of manager.

    5 to 20 basis points (5/100 of 1 % to 2/10 of 1%) of all mutual fund and ETF shares and
     Private Investment assets held in accounts for which a client Advisory Firm provides
     investment supervisory services. The exact fee within the range of 5 to 20 basis points is
     based on the style of manager/asset class.

The basic fee for Greenrock's active portfolio management services including the full range of
administrative services offered, is:

    20 basis points (2/10 of 1 %) of the securities (individual equity or debt securities), plus
     cash equivalent securities, in client accounts of Advisory Firms that have hired
     Greenrock to manage portfolio assets of end clients.

    20 basis points (2/10 of 1 %) of all mutual fund and ETF shares and Private Investment
     assets held in the accounts of end clients over which Greenrock provides ongoing
     supervisory services (which financial planning or other investment management firms
     have placed under management by Greenrock)

Disclosure Regarding Layered Fees. Mutual funds pay fees to their investment advisers,
reducing the net asset value of the fund shares. Similarly, private funds pays management fees
to an entity or entities designated in the private fund agreement, reducing the value of any end
client's participation in the private fund. Finally, exchange traded funds (“ETFs”) also pay
management fees. Therefore, when clients of financial planning and investment management
firms pay advisory fees to those firms (out of which Greenrock, as a sub-adviser, is paid its fee),
those “end clients” are, in effect, paying three different fees for the management of each
mutual fund, private fund and ETF asset in their portfolio.

Generally, Greenrock fees are payable quarterly in advance upon debit instructions pursuant to
written authorization of end clients delivered to the custodian of their securities account.
Accounts opened mid-quarter are charged a prorated Greenrock fee based on the number of
days remaining in the current quarter. All Greenrock fees are calculated based on the value of
account assets as of the last day of the previous quarter.

However, for certain asset classes (private equity investment funds or other specific private
equity investments, for example), asset valuations from third parties may not be received
within 30 days of quarter-end. Such third parties may make and deliver asset valuations less
frequently than quarterly. Fees for those accounts will be billed on a cost basis plus or minus
any additional investments or redemptions until an asset valuation for the account is made
available. From then on, the client will be billed on the account valuation, plus or minus any
additional investments or redemptions, until the next third party valuation is received.

In addition to the fees charged by Greenrock and the Advisory Firm, end clients will incur
brokerage and other transactions costs, including custodian fees, all of which should be

disclosed to the end client by the Advisory Firm. (Greenrock’s brokerage practices are discussed
at page 12 below.)

Any end client may terminate the investment management/advisory services client relationship
by providing written notice to the Advisory Firm. In turn, the Advisory Firm or Greenrock (or
another authorized agent of the Advisory Firm) will promptly provide written notice to all
affected sub-advisers, including portfolio managers. Where a sub-adviser is involved, the end
client’s relationship with the Advisory Firm shall be deemed terminated effective on the date
the last affected sub-adviser receives notice of the termination. The unearned portion of all
prepaid fees will be calculated as of the effective date of termination, based on the number of
days remaining in the current quarter. The unearned portion (including, without limitation,
Greenrock's fees) will be refunded to the end client.

Greenrock also has quarterly fixed fee arrangements with certain Advisory Firms. Though this
fee will vary depending upon the particular services requested by the Advisory Firm,
Greenrock’s fees for such engagements start at $37,500 per quarter.

For general investment advice in individual consultations, Greenrock’s fees will be based on
either an hourly rate or a flat rate negotiated on a project-by-project basis. The hourly rate for
such consultations is $1,500, and the daily rate is $10,000.

ITEM 7: TYPES OF CLIENTS

The vast majority of Greenrock’s clients are financial planning and investment management
firms who are investment advisers registered with either the SEC, or with one or more state
securities authorities (“Advisory Firms”). These Advisory Firms typically have contracted with
their clients to broadly diversify their assets, and to establish and implement investment policy
for their portfolios. They use Greenrock (i) to advise them concerning investments and
investments managers; (ii) to manage portfolios of select asset classes; and/or (ii) for individual
or limited advisory consultations. For ongoing engagements, Greenrock does not have a
minimum size for the Advisory Firms it works with. However, most of the Advisory Firms which
engage Greenrock manage aggregate client portfolio assets of at least $100,000,000.

Greenrock therefore manages portfolio assets for the clients of these Advisory Firms. These
“end clients” may be individuals, banks, investment companies, pension and profit sharing
plans, trusts, estates, charitable organizations, and for-profit corporations and other business
entities.

The clients for Greenrock’s research reports are primarily investment management firms and
investment banking firms with assets in excess of $5 billion. These firms typically use
Greenrock’s research as part of their due diligence process in evaluating opportunities to buy or
sell investment management firms.

 A small part of our business is providing portfolio management services to individual retail
investors. The only retail investors we have are individual investors who were former end
clients of our investment advisory client firms or former and/or current employees of our
investment advisory client firms These investors are considered “retail investors” and have
been provided a Form CRS, Client Relationship Summary.