Keyridge Asset Management Limited

Fees and Compensation
A. Advisory Fees & Compensation

   Keyridge will be delivering this brochure only to “qualified purchasers” as defined in section 2(a) (51)(A) of the Investment
   Company Act of 1940.

   The firm’s management fees are set forth in the investment management agreement between Keyridge and the client. The firm
   generally charges management fees to clients in accordance with its standard fee schedules, in effect when the agreement is
   signed. However, management fees are negotiated with some clients, so fees may vary from the standard schedules. Fees,
   minimum account sizes, and fee breakpoints may be negotiated or modified at the firm’s discretion, based on factors such as
   asset class, pre-existing fee schedules, account size, overall size of the client relationship, portfolio complexity and
   customization requests (such as specific investment restrictions requested by the client that cause the account to differ from
   other similar accounts managed by the firm), service requirements (such as reporting and information requests), the country
   or market in which a client is located, affiliate status, or other factors.

B. Payment of Fees

   Compensation for the firm’s investment advisory services is based on the market value of a client’s account at specified
   month/quarter ends. Generally, management fees are billed to the client and are payable quarterly in arrears.

   The firm does not deduct fees from client assets.

   Valuation of Portfolio Assets in Calculating Fees

   For billing purposes, the market values of clients’ accounts will be determined on a basis agreed with the client. Market values
   are generally determined by publicly available prices (such as equity closing prices), third party pricing sources, or broker
   dealer prices. However, in limited circumstances, the firm may have a role in determining asset values for some asset classes.
   For example, the firm may be required to price a portfolio holding when a market price is not readily available or when the firm
   has reason to believe that the market price is inaccurate.

   To the extent that fees are based on the value of client accounts, the firm benefits by receiving a fee, based on the impact, if
   any, of the increased value of assets in an account. As a result, valuation of assets by the firm could involve a potential conflict
   of interest. The firm has adopted detailed valuation procedures and related oversight controls to assist in proper valuation of
   client assets.

   Termination

   The terms and conditions of services are specified in the investment management agreement between Keyridge and the client.
   The investment management agreement generally allows either the client or Keyridge to terminate this agreement at any time
   on written notice, and within a defined time period (typically three months).

    If any advisory relationship terminates other than the end of the specified period (e.g., monthly/quarterly) used to determine
   the market value of the account for the purposes of calculating compensation, fees will be pro-rated, and an adjustment made
   by the firm unless otherwise agreed.

C. Additional Fees and Expenses

   Investment in a portfolio of securities and other investments involves various costs, such as commissions, taxes, custody and
   accounting charges. For separate account and sub-advised clients, the custodian or administrator, not Keyridge, charges each
   of these expenses (other than commissions) directly to the portfolio.

   In addition to the firm’s management fee, clients may incur additional costs which are levied by third parties, but which relate
   to the management of the account. Such additional costs include, but are not limited to, VAT (if relevant), custody costs,
   administration costs, accounting costs, index costs, trading costs arising on transactions, and voting costs, where agreed by
   the client.

   Clients are responsible for charges imposed by third parties other than Keyridge. Generally, third parties will levy these charges
   directly to the client and the firm does not know the amounts of these expenses. For more information, clients can contact
   their service providers directly.

D. Prepayment of Fees

   The firm does not require prepayment of management fees.

E. Additional Compensation

   Neither Keyridge nor any of its supervised persons accept any compensation for the sale of securities or other investment
   products.

Types of Clients

Keyridge manages assets on behalf of a diverse range of institutional clients including pension plans, Registered Investment
Advisory Firms, Insurance Companies, Endowment Funds, on a sub-advisor basis, Mutual Funds, Investment Advisers, Wealth
Managers, Corporations, and Charitable Foundations.

Each U.S. client is a “qualified purchaser” as defined in section 2(a) (51) (A) of the Investment Company Act of 1940 Act.
For its indexed and quantitative strategies, client accounts, at or shortly after commencement, are generally required to have
minimum assets of at least $50 million depending on the particular mandate and strategy. Exceptions to account minimums may
be made in some cases.

For its active strategies, client accounts, at or shortly after commencement, are generally required to have, depending on the
mandate and strategy, minimum assets of at least $25 million. Exceptions to account minimums may be made in some cases.