Hirtle Callaghan & Co LLC

FEES AND COMPENSATION

Advisory Clients

For its CIO Solution services, Hirtle & Co. receives an advisory fee (the “Advisory Fee”) based on the
total market value of the assets placed by an Advisory Client under our management (the “Client
Account”). Client Accounts are established pursuant to the terms of a written investment advisory
agreement with each Advisory Client. Either the Firm or an Advisory Client may terminate an
investment advisory agreement without penalty upon 30 days’ prior written notice.

Advisory Fees are calculated in accordance with the fee schedule set forth in the written investment
advisory agreement. Advisory Fees may be negotiated based on factors deemed relevant by Hirtle &
Co., including, but not limited to, the value of the Client Account and/or special factors that, in Hirtle
& Co.’s view and in its sole discretion, may affect the administration of a Client Account or multi-Client
Account relationship. The maximum current applicable Advisory Fee rate is 0.95% per annum of the
market value of the Client Account.

Our Advisory Fee is generally payable in arrears on the first business day of each calendar month,
based on the market value of the Client Account as of the last business day of the prior month. The
fee is generally payable directly to Hirtle & Co. by the Advisory Client’s Custodian by deduction from
the Client Account upon presentation of our statement. Upon request, Advisory Clients may be
permitted to have Advisory Fees billed for direct payment, rather than being automatically deducted

                               Hirtle & Co. – The Original Investment Office™

by the Custodian from the Client Account. Circumstances considered in the decision to allow for direct
billing include the size of the Client Account, the complexity involved and other relevant factors. The
Advisory Fee will be appropriately prorated if the inception of the advisory relationship occurs on a date
other than the first day of a calendar month or if the expiration of the advisory relationship occurs on
a date other than the last day of a calendar month.

As a general matter, Hirtle & Co. does not bill Advisory Fees in advance. However, in limited
circumstances, Hirtle & Co. may agree to bill Advisory Fees in advance, based on the specific terms of
an Advisory Client’s investment advisory agreement. If an investment advisory agreement for a Client
Account that is billed in advance is terminated prior to the end of a billing period, the Advisory Client
will receive a pro rata refund of any unearned prepaid Advisory Fees, calculated based on the number
of days remaining in the billing period following the effective date of termination.

With respect to Advisory Clients, neither Hirtle & Co. nor any related person receives an advisory fee
or any other compensation from any HC Private Vehicle (or other investment vehicle) that is offered as
part of our CIO Solution. In other words, Advisory Clients pay no additional fees to Hirtle & Co. outside
the Advisory Fee to invest in such vehicles. However, if an investor in an HC Private Vehicle is no longer
an Advisory Client of Hirtle & Co. (each, a “Former Client”) as of the end of any calendar quarter, and
is required to remain invested in such HC Private Vehicle until the investment may be disposed of or
liquidated in accordance with its legal terms, the Former Client will be required to pay a management
fee (the “Continuation Fee”) to the applicable HC Private Vehicle, or to Hirtle & Co. or a related person,
as investment manager, beginning as of the first day of the immediately following calendar quarter.
Continuation Fees may differ from one HC Private Vehicle to another and are disclosed in the
applicable HC Private Vehicle’s private placement memorandum, limited partnership agreement
and/or other governing document. In general, the maximum quarterly Continuation Fee is equal to
one fourth of one percent (0.25%) of the Former Client’s total capital commitment to such HC Private
Vehicle or the value of the Former Client’s interest in such HC Private Vehicle, depending on the HC
Private Vehicle, payable in arrears after the end of the applicable calendar quarter. Continuation Fees
payable for a period that is less than a full calendar quarter will be prorated based upon the number
of days in such period. Continuation Fees are generally not negotiable.

Neither Hirtle & Co. nor any related person receives an additional fee or any other compensation from
any Specialist Manager within the Separately Managed Account program. Furthermore, Advisory
Clients pay no additional fees to Hirtle & Co. outside the Advisory Fee for participation in the Separately
Managed Account program. Fees to Specialist Managers for Separately Managed Accounts are
payable directly by deduction from the participating Client Account at the rate set forth in the
agreement governing the Separately Managed Account.

On occasion, an Advisory Client may request us to buy, sell or maintain securities ("Self-directed
Securities") on its behalf. Unless expressly agreed with the Advisory Client, Hirtle & Co. does not (a)
render advice as to the advisability of buying, selling or maintaining Self-directed Securities, (b) monitor
the performance of Self-directed Securities (either individually or as a component of the overall Client
Account), or (c) include the value of Self-directed Securities in the Client Account for the purpose of
calculating Advisory Fees.

In addition, an Advisory Client may request that we provide administrative services with respect to
certain legacy illiquid assets (“Legacy Assets”). Legacy Assets are typically investments in private

                               Hirtle & Co. – The Original Investment Office™

equity and similar funds that the Advisory Client purchased before becoming a client of the Firm, and
such services may include monitoring and facilitating capital calls and distributions, as well as
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TYPES OF CLIENTS

Hirtle & Co.’s Advisory Clients and Private Equity Investors are generally individuals, families, trusts,
estates, pension plans, charitable organizations, endowments, foundations and similar institutions.
The Firm also provides services to HC Capital Trust and the HC Private Vehicles, as discussed above.

The minimum account size for Advisory Clients is $10 million. However, we may allow for smaller
accounts based on factors we deem relevant, including the specific circumstances of each client.

The minimum initial commitment to an HC Private Vehicle varies by vintage and is disclosed in the
applicable offering documents. However, we may allow for a smaller initial commitment based on
factors we deem relevant, including the total number of HC Private Vehicles that a client has made
commitments to.

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

Hirtle & Co.’s CIO Solution employs a fundamentally based investment process that allocates client
capital to asset classes, investment strategies and Specialist Managers in a manner designed to
maximize the potential return on capital within specific, client-defined, risk tolerances and guidelines.

                              Hirtle & Co. – The Original Investment Office™

As a starting point, we examine valuations for various asset classes. We want to know how well our
Advisory Clients are being compensated for owning certain asset classes relative to history and to
other assets they could be purchasing. Valuation analysis informs our decision-making in several
ways. First, analyzing absolute valuation levels provides us insight into trends across asset classes
that can help inform the bigger picture. For example, if all assets look expensive, it might indicate that
we are nearing or at the top of a market cycle. Second, comparing relative asset class valuations can
help us identify any outliers that look exceptionally inexpensive (or expensive). In cases where we
identify significant discrepancies in valuations, we do further research to understand if the valuation
differentials offer strong buy/sell signals or if they simply reflect underlying fundamentals.

Next, we analyze macro and market indicators, both globally and for specific geographies, and apply
our judgement about what they are telling us about the environment for risk. These include forward-
looking leading economic indications, such as manufacturing activity, business surveys and housing
activity, among others. We also look backwards to examine lessons from the past, such as the impact
of prior long-term interest rate regimes and their effect on asset prices.

Third, we scrutinize the level and sources of risk in the current environment. The most common
measure of risk is volatility, but we also analyze asset class correlations, levels of corporate and
consumer leverage, crowding and liquidity, among others.

No one factor drives our investment decisions—we seek to understand the interplay between them.
When all the lenses of our investment framework—valuation, macro and risk—are in alignment, we
deem it a strong signal to make an asset allocation shift. However, often there are mixed signals, and
the decision is less obvious. In those times, we weigh the opportunities against the risks and apply
our seasoned judgement to decide if and when an asset allocation change is warranted.

Our Specialist Manager selection process involves a combination of quantitative analytics and
qualitative judgement. As a first step, we perform a quantitative analysis of the Specialist
Manager’s returns to understand systematic exposures, alpha generation and the potential fit within
the existing line-up of our portfolios. If the Specialist Manager passes this initial step, we move to a
full due diligence process. Through multiple meetings, onsite visits and reference checks, we seek to
understand:

        •   The experience, skill level, ethical standards and overall quality of the personnel managing
            and employed at the Specialist Manager, with a special emphasis placed on the individuals
            making investment decisions and managing risk.

        •   The ability of the Specialist Manager to articulate and successfully execute a clearly
            defined investment strategy. We emphasize firms with a coherent investment
            methodology that exploit a repeatable information-based edge, behavioral bias or rational
            risk premium that we consider durable.

        •   The quality of the Specialist Manager’s opportunity set, focusing on the strategy and
            resources used by the Specialist Manager to access the best opportunities at attractive
            valuations.

                              Hirtle & Co. – The Original Investment Office™

        •   The due diligence and decision-making process employed by the Specialist Manager’s
            team when making investments.

        •   The overall viability of the Specialist Manager, including the sustainability of its business,
            the third-party organizations that it associates with and relies upon, and its back-office
            procedures and staff.

        •   The terms and conditions of any investment, including fees and long-term Specialist
            Manager/investor alignment.

Once our due diligence process is completed, each Specialist Manager opportunity must be approved
by each of Hirtle & Co.’s investment and risk committees before implementation in our portfolios.

As is the case with respect to any investment in securities, Client Accounts managed by Hirtle & Co. in
the manner described herein may experience investment losses that Advisory Clients should be
prepared to bear. The use of asset allocation strategies involves the risk that asset classes do not
perform as expected or that allocations to particular asset classes would have achieved a better return
had such allocations been effected in a different manner.
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