Sarasin Asset Management Limited

FEES AND COMPENSATION
   COMPENSATION
                                                                                        CALCULATION AND PAYMENT                       OTHER COMPENSATION
   SAM bases its fees on a percentage of assets under management. SAM’s fee schedules
                                                                                        The specific manner in which fees             Neither SAM nor any of its supervised
   are described below.
                                                                                        are charged by SAM is established in          persons (employees) accept
                                                                                        a client’s IMA. SAM will calculate fees       compensation for the sale of securities
   INVESTMENT MANAGEMENT SERVICES                                                       in arrears on a quarterly basis using         or other investment products.
                                                                                        the average daily balance. Sarasin will
   SAM’s annual fees for portfolio management are calculated upon the level of          consider any request for invoiced fee
   chargeable assets under management in accordance with the following schedule:        billing on a case-by-case basis.              CASH BALANCES
                                                                                                                                      Some of your assets may be held as cash
   FEES FOR US PRIVATE CLIENTS                                                                                                        and remain uninvested.
                                                                                        AGREEMENT TERMS
     USD                         INVESTMENT            SERVICE AND                                                                    Holding a portion of your assets in
                                                                             TOTAL      SAM’s standard IMA provides that the
                                 MANAGEMENT          ADMINISTRATION                                                                   cash and cash alternatives, i.e., money
                                                                                        agreement may be terminated
                                                                                                                                      market fund shares, may be based
     First $5m                      0.85%                0.15%               1.00%      (without penalty) at any time by the          on your desire to have an allocation
                                                                                        client by giving 30 days’ notice in           to cash as an asset class, to support
     From $5m to $10m               0.75%                0.15%               0.90%      writing to SAM. SAM may terminate the         a phased market entrance strategy,
                                                                                        agreement on three months’ written            to facilitate transaction execution, to
     From $10m to $15m              0.55%                0.15%               0.70%      notice to the client. Such termination will   have available funds for withdrawal
                                                                                        be effective subject to the completion        needs or to pay fees or to provide for
     From $15m to $30m              0.55%                   -                0.55%      of transactions already initiated and         asset protection during periods of
                                                                                        that all liabilities and responsibilities     volatile market conditions. Your cash
     Thereafter                     0.45%                   -                0.45%      contained in the provisions within the        and cash equivalents will be subject
                                                                                        investment management agreement               to our investment advisory fees unless
                                                                                        shall continue in full force after            otherwise agreed upon. You may
   FEES FOR US CHARITY CLIENTS
                                                                                        termination.                                  experience negative performance on
                                                                                                                                      the cash portion of your portfolio if the
     USD                              %                                                 Fees payable for partial quarters are
                                                                                                                                      investment advisory fees charged are
                                                                                        pro-rated accordingly.
                                                                                                                                      higher than the returns you receive from
     First $50m                     0.85%
                                                                                                                                      your cash.

     From $50m to $100m             0.70%

     From $100m to $200m            0.60%

     Thereafter                 On Application     SAM have discretion over the fee
                                                   rates applied to clients.

ITEM 5           FEES AND COMPENSATION                                                                7

FEES AND COMPENSATION (CONTINUED)
...

TYPES OF CLIENTS
   As described in Item 4, SAM’s clients include, but not limited to:
   •	   High net worth individuals
   •	   Charities
   •	   Corporates
   •	   Partnerships

ITEM 8          METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS                                                                                                       10

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
   METHODS OF ANALYSIS                          Cyclical Analysis measures the             SAM’s global balanced approach aims for      Individual equities are drawn exclusively
                                                movements of a particular stock against    long-term capital appreciation, but with     from a “buy list” generated by S&P’s in-
   SAM employs the following security           the overall market in an attempt to        less volatility than would be expected in    house research team and are managed
   analysis methods: fundamental analysis,      predict the price movement of the          a pure equity mandate. Asset allocation      on a thematic basis.
   technical analysis and cyclical analysis.    security.                                  is an important tool in attempting to
                                                                                                                                        SAM does not buy individual municipal
   Fundamental Analysis attempts to                                                        achieve these objectives.
                                                                                                                                        securities but we may have municipal
   measure the intrinsic value of a security                                               The relationship between risk and            bond funds on our buy list from time to
   by looking at economic and financial
                                                INVESTMENT STRATEGIES
                                                                                           return is an important element in SAM’s      time.
   factors (including the overall economy,      SAM’s investment process considers         investment approach.
   industry conditions, and the financial       S&P’s global strategy policy. S&P is a                                                  The investment strategy for a
   condition and management of the              company regulated in the UK by the         SAM seeks to control risk in the following   specific client is based upon the
   company itself) to determine if the          Financial Conduct Authority (the “FCA”)    ways:                                        objectives stated by the client during
   company is underpriced (indicating           and is an affiliate of SAM. S&P’s global                                                consultations. The client may change
                                                                                           •	   Currency management
   it may be a good time to buy) or             investment strategy is used to formulate                                                these objectives at any time.
   overpriced (indicating it may be time to     the investment decisions of SAM,           •	   Dynamic asset allocation
                                                                                                                                        Other strategies used within the Sarasin
   sell).                                       considering the various risk profiles      •	   Diversification across our different    Funds may include trading, short sales,
                                                of SAM’s clients and their particular           themes                                  margin transactions, and option writing
   Fundamental analysis does not attempt
                                                investment objectives. SAM’s investment                                                 (including covered options, uncovered
   to anticipate market movements. This                                                    •	   Bias towards large capitalization
                                                committee has the discretion to                                                         options or spread strategies).
   presents a potential risk, as the price of                                                   companies
                                                tailor the strategy as appropriate for
   a security can move up or down along
                                                US clients. SAM’s investment policy        •	   Active credit analysis within our
   with the overall market regardless of
   the economic and financial factors
                                                is documented through regular                   bond allocations                        RISK OF LOSS
                                                investment meetings.
   considered in evaluating the stock.                                                                                                  Investing in securities involves risk of
                                                                                           •	   Global stock diversification
                                                SAM’s core management approach is                                                       loss that clients should be prepared
   Technical Analysis is based on past
                                                borne out of a philosophy that focuses     •	   Dependent on the size of the            to bear. All investment programs
   market movements and applies that
                                                on preservation and growth of client            portfolio, SAM constructs a portfolio   have certain risks that are borne by
   analysis to the present in an attempt to
...