Tancook Investment Management Limited

Item 5 - Fees and Compensation

A.​ Fee Schedule

The fees and compensation payable to Tancook are negotiable and vary among its Clients.

However, the range of compensation is generally as follows:

        1.​ Management Fee

With respect to Managed Accounts advised by Tancook, typically an asset-based management fee is charged to each
Managed Account Client (typically on a quarterly basis, as further outlined in each Client’s IMA). Tancook will
issue a management fee invoice to the Managed Account Client. Management fees charged to Managed Account
Clients are up to one and a half percent (1.5%) per annum of the Account Value. Management fees are calculated
based on an average daily balance, or otherwise agreed frequency, valuation of the Client’s accounts, and payable
quarterly, in arrears, or as directed and authorized by the Client.

With respect to the Canadian Funds, typically an asset-based management fee is charged to Investors in the Funds
(typically quarterly in arrears, as further described in each Fund’s Governing Documents). The management fee
received from the Funds may be up to two percent (1.5%) per annum of the Net Asset Value calculated on the last
business day of the month.

        2.​ Performance Allocation

Tancook may charge performance-based fees with respect to its Managed Account Clients, but does not currently do
so. If Tancook chooses to charge a performance-based fee for Managed Accounts, it will do so only for qualified
clients as defined in Rule 205-3 under the Investment Advisers Act of 1940.

With respect to the Canadian Funds, Tancook does not currently receive performance-based fees, but reserves the
right to do so in the future.

        3.​ Fee Comparison

The fees charged to Clients, including the management fee and Performance Allocation, may constitute a higher
percentage of average net assets than would be found with other investment advisers.

        4.​ Third-Party Fees

In addition to the management fee described above, Managed Account Clients will bear expenses associated with
trading and custody in connection with their respective Custodial Accounts, including transaction charges and/or
brokerage fees when purchasing or selling securities, or other assets held in Custodial Accounts. Such expenses will
be paid directly from the Managed Account Client’s Custodial Accounts, as applicable.

With respect to the Canadian Funds, annual operating expenses of the Fund, excluding portfolio transaction costs,
will generally be capped at 0.20% of the Fund’s net asset value measured as of the last day of the Fund’s financial
year. Portfolio transaction costs, including brokerage commissions and other transaction-related charges, will be
borne by the Fund. Any decision by the Tancook to absorb a portion of the Fund’s operating expenses is subject to
change at the Firm’s discretion.

B.​    Prepayment of Fees

Management fees are generally payable quarterly in arrears.

C.​    Outside Compensation for the Sale of Securities

Neither Tancook nor its supervised persons accept compensation for the sale of securities or other investment
products outside of its association with Tancook.

The foregoing discussion in Items 5 represents Tancook’s basic compensation arrangements. The management fees
and Performance Allocation described above are structured to comply with Rule 205-3 under the Advisers Act and
applicable state laws. Fees and other compensation are negotiable in certain circumstances and arrangements with
any particular Investor may vary. Although Tancook believes its fees are competitive, lower fees for comparable
services may be available from other investment advisers.

Item 7 – Types of Clients

Tancook provides discretionary investment advice and portfolio management services to sophisticated investors (the
“Clients”) in the United States. Tancook Clients are typically institutional investors, charitable organizations, trusts,
estates, and businesses, and from time to time, may include individuals .

Clients are generally “qualified clients” within the meaning of Rule 205-3 under the Investment Advisers Act,
and/or “qualified purchasers” within the meaning of Section 2(a)(51) of the Investment Company Act. Tancook does
not offer services to retail clients in the United States.

Tancook is very selective with the types of Managed Account Clients for which it is willing to provide such
Managed Account Services and will only choose to provide such services to Managed Account Clients who have
sufficient financial condition and a sophisticated understanding of securities.

Additionally, Tancook provides advisory services to privately offered pooled investment vehicles in Canada
(“Canadian Funds”). The Canadian Funds are offered solely in non-U.S. jurisdictions. The Adviser does not offer
these vehicles in the United States, and the vehicles are not intended for U.S. persons.

Item 8 – Method of Analysis, Investment Strategies and Risk of Loss

A.​    Methods of Analysis and Investment Strategies

Tancook’s investment strategy, including with respect to the Canadian Funds, is to identify businesses with structural
advantages and favorable long-term prospects and to own them when they are attractively valued, either due to
short-term market volatility or due to the market’s failure to fully recognize their potential.

Investment decisions are guided and controlled by the stated investment objectives and guidelines, as set forth in the
investment management agreement or Fund Governing Documents, as well as any written instructions provided by
the Managed Account Client to the Investment Adviser.

In implementing this strategy, Tancook will apply its deep knowledge of the international equity sector and market
insights to provide discretionary investment advisory and portfolio management services to Managed Account
Clients and the Canadian Funds.

B.​    Risks of Investments and Strategies Utilized

General Risk Factors

Dependence on Key Personnel. Tancook and its Clients are dependent on the services of their respective principals
and key personnel. The success of Tancook’s Clients may depend primarily on the investment skills of Tancook’s
principals and key personnel. There can be no assurance that the principals or key personnel will continue to be
associated with Tancook and their respective affiliates. Clients may be adversely affected if, because of illness,
resignation, or other factors, the services of the relevant people were not available for any significant period of time.

Undisclosed Positions. In an effort to protect the confidentiality of its positions and its strategies, Tancook generally
will not disclose its positions on an ongoing, timely basis. Tancook, in its sole discretion, may from time to time
permit such disclosure to certain Investors and/or Clients.

Cybersecurity Risk. As part of its business, Tancook processes, stores, and transmits large amounts of electronic
information, including information relating to transactions and personally identifiable information of the Investors.
Similarly, service providers of Tancook or the Clients may process, store, and transmit such information. Tancook has
procedures and systems in place to protect such information and prevent data loss and security breaches. However,
such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or
degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time.
Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that
could unexpectedly compromise information security. Network connected services provided by third parties to
Tancook may be susceptible to compromise, leading to a breach of Tancook’ network. Tancook’ systems or facilities
may be susceptible to employee error or malfeasance, government surveillance, or other security threats. Breach of
Tancook’ information systems may cause information relating to the transactions of Clients and personally
identifiable information of Clients to be lost or improperly accessed, used, or disclosed.

The service providers of its Clients are subject to the same electronic information security threats as Tancook. If a
service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks,
information relating to the transactions of Clients and personally identifiable information of Clients may be lost or
improperly accessed, used, or disclosed.

The loss or improper access, use, or disclosure of Tancook’s or a Clients’ proprietary information may cause Tancook
or its Clients to suffer, among other things, financial loss, the disruption of its business, liability to third parties,
regulatory intervention, or reputational damage. Any of the foregoing events could have a material adverse effect on
Tancook’ Clients.

Force Majeure. Tancook’ Clients’ investments may be affected by force majeure events (i.e., events beyond the
control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood,
earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism,
labor strikes, major plant breakdowns, pipeline or electricity line ruptures, failure of technology, defective design and
construction, accidents, demographic changes, government macroeconomic policies, social instability, etc.). Some

force majeure events may adversely affect the ability of a party (including the Clients or a counterparty to the Clients)
...