Madison Asset Management LLC

FEES AND COMPENSATION
Fee Schedules

Our standard fee schedule for separately managed accounts, including the Reinhart strategies, is as follows:

 Fixed Income Accounts (including Reinhart)                          Advisory Fees
 On the first $5 million                                             0.50% annually
 On the balance                                                      0.40% annually

 Equity and Balanced Accounts                                        Advisory Fees
 On the first $15 million                                            0.80% annually
 On the balance                                                      0.60% annually

 International Equity Accounts                                       Advisory Fees
 On the first $50 million                                            0.75% annually
 Next $100 million                                                   0.50% annually
 On the balance                                                      0.40% annually

Depending on circumstances fees may be subject to negotiation. Among items for consideration when negotiating fees,
Madison may consider:

     •    The nature of the relationship with the client (e.g. institutional or private wealth);
     •    The existence of another account relationship with the client;
     •    The total value of assets managed or expected to be managed;
     •    Unique or special conditions specific to a client;
     •    The client’s portfolio guidelines;
     •    The client’s servicing requirements;
     •    The client’s relationship to the firm; and/or
     •    Asset type or other investments.

Fees charged to clients whose assets are held in wrap accounts are set forth in the sponsor’s wrap fee brochure and/or
client agreement. From this fee, the sponsor pays us for our advisory services to the client. The fee that we receive varies
and may be affected by a number of factors including account size and distribution fees received from unaffiliated fund
companies.

How We Are Paid

We generally require fees to be computed and payable quarterly in advance, based on the valuation of assets under
management on the last day of the prior quarterly period. Clients may select whether they prefer us to automatically deduct
fees from their accounts or send them a bill for fees incurred.

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Clients in certain wrap fee programs may be billed monthly or in another manner by the wrap program sponsor.

Other Fees You Should Understand

We do not have custody of client assets. Therefore, each client must appoint a custodian and may be required to pay
custodian fees. Also, except with respect to clients in wrap fee programs, clients will generally incur brokerage and other
transaction costs in the course of our management of their accounts. (See the section in this brochure entitled, “Brokerage
Practices” for a discussion of how we make brokerage decisions that affect client accounts.)

Mutual funds purchased in any asset allocation strategy pay investment advisory fees to the fund manager and incur other
operating expenses which are described in the relevant prospectus of each such fund.

We intend to comply with the provisions of Department of Labor Prohibited Transaction Class Exemption 77-4 with regard
to the pro rata share of any asset allocation strategy accounts subject to ERISA (or comparable regulation) that are invested
in mutual funds managed by our firm or its affiliates.

Refunds of Advance Fees Paid

We may not change our fees without sixty (60) days’ advance written notice. In the event of the termination of our services,
any unearned portion of fees previously paid is prorated and fully refundable. A client may terminate an agreement with us
at any time by written notice to us.

Investments in Affiliated Funds and ETFs

We may recommend investment in our affiliated Madison Funds and Madison ETFs. However, you should understand that
we (or one of our affiliates) will receive any fees paid by the mutual fund, ETF, or other investment company as disclosed
in the applicable prospectus for the mutual fund or ETF. That fee may be higher or lower than the fee a client may be paying
on other assets that we manage in the client’s account.

With respect to retirement client assets, Madison must comply with the applicable requirements of ERISA and/or the Internal
Revenue Code. These requirements include, but are not limited to, disclosure and avoiding double fees for retirement plans
and IRAs. For retirement client assets subject to ERISA and/or the Internal Revenue Code, Madison will either waive the
portion of the advisory fee that is attributable to the client’s assets invested in a Madison Fund and/or Madison ETF or
rebate the client’s advisory fee by an amount equal to the fee earned by Madison from the Madison Fund and/or Madison
ETF with respect to such client’s investment.

PERFORMANCE-BASED FEES AND SIDE BY SIDE MANAGEMENT
We may entertain requests by certain “qualified clients,” as defined by Rule 205-3(d) under the Investment Advisers Act of
1940, as amended (“Advisers Act”), to enter into an advisory contract that provides for compensation on the basis of a share
of the capital gains upon, or the capital appreciation of, the qualified client’s funds. This is commonly referred to as a
“performance fee.”

If we were to manage both accounts that are charged a performance-based fee and accounts that are charged an asset
based fee as described above in the section, “Fees and Compensation,” we would have an incentive to favor accounts for
which we receive a performance-based fee. To address this conflict, our procedures require us to monitor securities
allocations to any performance-based fee account and compare them with accounts without such fees in order to ensure
that no preferential treatment is being provided to the account with the performance-based fee.

TYPES OF CLIENTS
We provide investment advisory services to a variety of clients, including individuals, pension and profit-sharing trusts,
insurance companies, foundations, charitable organizations and other “institutional clients,” such as mutual funds and
exchange traded funds. A representative client list is available upon request.

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Outside of formalized wrap account programs, our minimum account size is typically $1,000,000 and $5 million for
institutions. We do not have a formal minimum account size for individual investors. The decision on whether to accept an
individual account depends upon the nature and circumstance of the relationship. In addition, we reserve the right to refuse
proposed management responsibilities or to resign from the management of any individual account.

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
Our Investment Strategies

Mulit-Asset
We provide our asset allocation clients with asset allocation recommendations using a wide range of mutual funds and
exchange-traded funds (“ETFs”) based on proprietary asset allocation models. To be included, an investment must not
only meet certain objective criteria, including performance, expenses, volatility, and duration of track record, but also be
available for purchase through the client’s custodian or clearing firm. Mutual funds managed by Madison may, from time to
time, be included in our asset allocation decisions. If such funds are purchased for a client account, in addition to the fees
due to Madison for its investment advisory and other services provided with regard to the program, Madison will also be
entitled to investment advisory fees and in certain circumstances, servicing fees, for its services to these proprietary funds.
Madison will typically not invest more than 20% of any non-investment company asset allocation account (at time of
purchase) in mutual funds and exchange traded funds managed by Madison. Individual accounts may exceed this 20%
limitation.

Madison will limit its mutual fund recommendations to classes of shares that are not subject to a front-end sales load (or
those that qualify for a waiver of such load). (Mutual fund shares subject to a sales load that were purchased and transferred
into an asset allocation account are subject to all fees and charges that are normally charged on mutual fund shares held
within the account). Mutual funds that have 12b-1 fees may be purchased in an asset allocation account. Any 12b-1 fees
paid by those mutual funds attributable to an asset allocation account investment will be paid to the client’s custodian, if it
is a broker/dealer, or directed broker which serves as the client’s executing broker. This does not increase the cost of
investment to asset allocation clients, but it does provide an incentive to use such funds within asset allocation strategy
accounts over alternative funds that do not have such arrangements. In fact, it is possible that if mutual funds are used in
an asset allocation account that do not have 12b-1 fees that are payable to or revenue-sharing agreements with the client’s
custodian or directed broker, additional fees may be assessed against Madison or the client. While Madison believes it has
tremendous latitude (open architecture) as it implements its asset allocation strategies and investment insights, clients
should be aware that although those funds that do not have such arrangements may be considered when making allocation
decisions, they are not normally so considered if additional fees or charges would be assessed against Madison or the
client. More complete information about mutual funds purchased on behalf of clients in asset allocation accounts is
contained in the relevant prospectus of each such fund, which is provided to clients at the time of purchase.

Madison Fixed-Income
Madison’s philosophy revolves around the principle of “Participate and Protect®,” which means we strive to build
portfolios that participate as fully as possible in favorable markets and, more importantly, protect principal in difficult
markets. We have a high quality bias, and emphasize liquidity, fundamental operational and balance sheet strength,
industry/sector leadership, the long-term sustainability of the issuer’s business model, and relative value in selecting bonds.

We manage a variety of types of bond portfolios with the distinctions generally relating to the specific type of
securities in the portfolio. For example, we manage accounts that contain: only government securities; only
corporate securities; mixtures of both government and corporate securities; municipal bonds (tax- exempt securities);
and securities with a limited duration.

Equity

Large Cap, Mid Cap, Multi-Cap and Small Cap
We employ a fundamental “bottom-up” strategy in constructing our equity portfolios. Following the firm’s long-term
philosophy of “Participate and Protect ®” with the goal of seeking superior returns while minimizing the risk of
permanent capital loss. To pursue our goals, we emphasize high-quality growth companies that exhibit sustainable
competitive advantages and consistent cash flow. After identifying companies that satisfy our criteria, we value the
businesses and develop a high-conviction portfolio of quality companies at attractive valuations. Our analysis
revolves around a rigorous three-step process. We consider (1) The business model analysis, (2) the management

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team assessment and (3) the valuation of each potential investment.

Covered Call
For a thorough description of the various options-related strategies we provide for our investment company clients, please
refer to the applicable prospectus and other disclosure materials for the respective investment companies we manage that
have adopted option strategies.

Dividend Income
Following the firm’s long-term philosophy of “Participate and Protect ®” the strategies investment objective is to achieve
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