Towers Watson Investment Management Limited

ITEM 5 – FEES AND COMPENSATION
Management Fees

With respect to the Sub-Funds, the Manager is entitled to an annual fee out of the assets of each Sub-Fund,
accrued generally at the last business day of each month (a “Valuation Point”) and payable quarterly in
arrears based on the net asset value of the Sub-Fund as at the immediately preceding Valuation Point
(together with any applicable VAT). This fee is charged at the level of each Sub-Fund. To avoid double
charging, no management fee is charged at the level of the Master Sub-Fund. The Manager pays TWIM a
fee in respect of its duties as investment manager of each Sub-Fund or series of shares in a Sub-Fund. Such
fees are paid out of the management fee.

Management fees are generally not negotiable; however, TWIM, in its sole discretion, waives or modifies
the management fees for investors in certain client accounts. TWIM may, in its sole discretion, create new
series of shares in any Sub-Fund and/or Master Sub-Fund for such investors.

TWIM is entitled to receive an arm’s length fee for sub-advisory services it provides to the Group Trust
Funds as provided in the sub-advisory agreement. This fee is charged to and paid by TWIS.

Expenses

The Funds are subject to the following costs and expenses, among others and as discussed in the Offering
Documents:

         1. all out-of-pocket expenses payable to TWIM, the administrator and the depositary (including
            VAT thereon). Such out-of-pocket expenses include transaction charges provided that they
            are charged at normal commercial rates. Any expenses incurred in relation to a particular
            Sub-Fund are applied to that Sub-Fund. Expenses incurred in relation to more than one Sub-
            Fund are applied pro-rata across the relevant Sub-Funds;

         2. all stamp duty (other than any payable by an applicant for shares or by a shareholder) or other
            tax or duty which may be levied or payable from time to time on or in respect of the Umbrella
            Fund or on creation or issue of shares or arising in any other circumstance;

         3. all fiscal and purchase or fiscal and sale charges arising on any acquisition or disposal of
            investments;

         4. all expenses incurred in relation to the registration of any investments into and transfer of any
            investments out of the name of the Umbrella Fund or its nominees or the holding of any
            investment or the custody of investments and/or any title thereto (including bank charges,
            insurance of documents of title against loss in shipment, transit or otherwise);

         5. all expenses incurred in the collection of income of the Umbrella Fund;

         6. all costs and expenses of and incidental to preparing resolutions of investors for the purpose
            of securing that the Umbrella Fund conforms to legislation coming into force after the date of
            the incorporation of the Umbrella Fund (including costs and expenses incurred in the holding
            of a meeting of investors, where necessary);

         7. all taxation payable in respect of the holding of or dealings with or income from the Umbrella
            Fund relating to the Umbrella Fund’s property and in respect of allocation and distribution of
            income to investors other than tax of investors or tax withheld on account of investors’ tax
            liability;

         8. all commissions, stamp duty, value added tax and other costs and expenses of or incidental to
            any acquisition, holding, realisation or other dealing in investments, foreign exchange options,
            financial futures, contracts for differences or any other derivative instruments or the provision
            of cover or margin therefore or in respect thereof or in connection therewith;

         9. all stationery, printing and postage costs in connection with the preparation and distribution
            of cheques, warrants, tax certificates, statements, accounts and reports made, issued or
            despatched pursuant to the Umbrella Fund’s constituent documents;

         10. the fees and expenses of the auditors, tax and legal advisers, translators and other professional
             advisers of the Umbrella Fund;

         11. all fees and expenses in connection with the marketing and advertising of the Umbrella Fund;

         12. any fees payable by the Umbrella Fund to any regulatory authority in any country or territory,
             the costs and expenses (including legal, accountancy and other professional charges and
             printing costs) incurred in meeting on a continuing basis the notification, registration and other
             requirements of each such regulatory authority, and any fees and expenses of representatives
             or facilities agents in any such other country or territory;

         13. all fees and costs relating to a scheme of reconstruction and amalgamation (to the extent it has
             not been agreed that such expenses should be borne by other parties) under which the
             Umbrella Fund acquires investments;

         14. fees in respect of company secretarial services;

         15. all regulatory costs and expenses, including those incurred in preparing applicable regulatory
             filings such as the SEC Form PF or CFTC Form CPO-PQR/CTA-PR (if and when applicable);
             and

         16. all other costs and expenses incurred by the Umbrella Fund and any of its appointees provided
             that, for clients with respect to which TWIM or its affiliate acts as a fiduciary under ERISA,
             TWIM and its affiliates only receive reimbursement for their “direct expenses” within the
             meaning of U.S. Department of Labor regulations at 29 C.F.R. § 2550.408c-2.

The foregoing expenses will be properly vouched for or, if not vouched for, shall be charged to the Umbrella
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ITEM 7 – TYPES OF CLIENTS
TWIM provides discretionary and non-discretionary investment management services to private pooled-
investment vehicles intended for sophisticated investors and institutional investors. U.S. investors in the
Sub-Funds and Group Trust Funds must also meet certain eligibility requirements which generally require
an investor to qualify as an “accredited investor” as defined in Rule 501 under Regulation D under the
Securities Act of 1933, as amended, and a “qualified purchaser” as defined in Section 2(a)(51) of the
Investment Company Act of 1940, as amended. Investors also need to meet additional requirements set
forth in the subscription agreements for the pooled-investment vehicles. In addition, the Group Trust is
intended to be operated exclusively for the investment of certain “qualified trusts” as is defined in the
applicable Group Trust Funds declaration of trust. TWIS maintains the authority to accept such qualified
trusts into the Group Trust Funds.

Investors in other pooled-investment vehicles advised by TWIM, which are not offered in the U.S., may be
subject to different eligibility requirements.