National Investment Services of America LLC

Item 5   Fees and Compensation

A. General Fee Information

   NIS’s management fee for separate accounts is typically charged in arrears on a quarterly basis.
   The fee schedule, the manner in which the fee is calculated, the billing method, and when fees
   are due will be detailed in the firm’s investment management agreement with each client, and
   with respect to the private funds, in the relevant operating agreement. Fees for partial periods,
   either upon opening an account or terminating services, will be prorated based on the number of
   days services will be or were provided.

   NIS’s management fee for the private funds is an asset-based fee, charged either monthly or
   quarterly in arrears. The specific management fee charged to each private fund is outlined within
   the private fund’s offering documents and is a percentage of the private fund’s net asset value.
   As described in each private fund’s offering documents, each private fund pays its own operating
   expenses including, but are not limited to the following: (1) custodial fees and expenses; (2)
   accounting, audit compliance and administration, including the fees and expenses of accountants
   and systems; (3) the fees and expenses of other professional advisers such as attorneys and
   consultants; (4) filings and registration fees and governmental charges; (5) taxes and tax
   compliance; (6) insurance and any indemnification obligation with respect to claims; (7) the
   valuation of any non-cash property; and (8) other extraordinary costs and expenses incurred with
   respect to the private funds.

   Certain of the private funds NIS manages also pay an incentive fee (i.e., a performance-based fee)
   as described within each fund’s offering documents. See Item 6 for additional information on
   incentive fees and potential conflicts of interest.

   When an investor in a private fund managed by NIS is also a separate account client and owns
   the private fund within the separate account, the client or investor only pays one management
   fee, either at the account level or at the private fund level, as agreed upon between NIS and the
   client or investor. To the extent that NIS invests client accounts in a private fund it manages, the
   firm will not charge its advisory fee on the amount invested to avoid duplicating its advisory fee
   through the private fund.

   NIS can waive or reduce fees charged to any client at its discretion. However, NIS does not have
   the ability or authority to increase fees that clients agree to pay to NIS, absent a written
   agreement signed by both parties.

   Brokerage commissions or mark-ups/mark-downs charged by the executing broker-dealers are
   built into the net cost (or proceeds) of each trade. NIS will not receive any portion of these
   commissions or fees. In addition, clients may incur charges imposed by third parties other than
   NIS in connection with investments made through the account, including but not limited to
   custodial fees, account maintenance fees, odd-lot differentials, transfer taxes, wire transfer fees,
   electronic fund transfer fees, exchange fees, mutual fund fees, and exchange-traded fund (“ETF”)
   management fees.

   The firm may invest or recommend investments in mutual funds or exchange-traded funds,
   including funds that NIS manages. Clients investing in mutual funds or exchange-traded funds will
   also bear indirectly, as fund shareholders, their proportionate share of the fund’s internal
   expenses, which include management fees paid to the fund’s adviser. These internal fees and
   charges are known as the fund’s expense ratio. Each fund’s expense ratio will vary over time and
   is disclosed in its prospectus. NIS does not receive sales charges from mutual funds or exchange-
   traded funds as a result of recommending such securities. To the extent NIS invests client
   accounts in a mutual fund that it sub-advises, it will not charge its advisory fee on the amount
   invested to avoid duplicating the advisory fee through the fund.

B. Fee Schedules

   The firm’s asset-based advisory fees are negotiated with clients on a case-by-case basis and will
   depend on the characteristics of the account, the relationship with the client, and other variable
   factors. The following fee scales may be used as a general guide:

   Fixed Income Strategies:

       Core Strategy
       0.30% of the first $50 million under management
       0.25% of the next $50 million under management
       Negotiable on balance

       Core Plus Strategy
       0.35% of the total market value under management

       Total Absolute Return Strategy*
       1% of the total market value under management
       15% incentive fee of net profit

       Dynamic Fixed Income Strategy
       0.60% of the total market value under management

   Preferred Stock Strategy*:
   0.60% of the total market value under management
   15% incentive fee of net profit

   *Strategy offered only in private funds.

C. Account Valuation Practices

   Pricing

   NIS uses account market values to calculate assets under management, client investment
   management fees, and investment performance, where applicable; therefore, NIS maintains
   policies and procedures regarding these practices.

   NIS uses pricing information provided by Intercontinental Exchange, Inc. (“ICE”) for purposes of
   valuing client portfolios. In an instance where ICE is unable to obtain a price, an independent
   pricing source is used where possible (generally consisting of independent broker-dealer quotes
   or a reliable electronic information service such as Bloomberg). The firm’s pricing policy includes
   details regarding secondary pricing sources, and reviews are performed periodically to assess the
   accuracy and reasonableness of the prices utilized.

   Notwithstanding the foregoing, client accounts for which NIS serves as the subadviser, are valued
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Item 7   Types of Clients

NIS manages assets for multi-employer funds (pension and health and welfare funds), corporations,
individuals, high net worth individuals, state and local governmental entities, ERISA plans, Taft-Hartley
accounts, private funds, registered investment companies, collective investment trusts, and
endowment and foundation funds. Employees may invest in private funds and/or have separate
accounts managed by NIS. Management fees and related incentive fees may be less or waived for
employees. Managing assets for employees creates a conflict of interest as the firm may have an
incentive to favor these accounts over other client accounts. In order to mitigate this conflict of
interest, NIS maintains trading policies and procedures as well as a Code of Ethics, which requires the
firm and its employees to treat all clients fairly and act only in their best interest. Employees also own
shares of the registered fund subadvised by NIS but are not entitled to any special fee or other
arrangements related to ownership of these securities.

Generally, with respect to the firm’s fixed income strategies, separately managed accounts have a
minimum investment of $20 million and the private funds have minimum initial investment of $5
million. These minimums may be waived in NIS’s sole discretion.

Interests in the private funds are only offered to persons who meet the eligibility requirements for
investment in privately offered funds, which (1) rely on an exclusion from the definition of
“investment company” under the Investment Company Act of 1940, as amended, provided by either
Section 3(c)(1) or Section 3(c)(7) thereunder; and (2) rely on an exemption from registration under
the Securities Act of 1933, as amended, provided by Section 4(a)(2) and Rule 506 of Regulation D.
Investors and prospective investors in each private fund are urged to refer to the offering documents
of such private fund for detailed information on the investment requirements.