Vestmark Advisory Solutions Inc

Item 5 Fees and Compensation

VAS typically calculates fees quarterly in advance, based on the balance of each account
on the last business day of the prior quarter. Fees will be directly debited from applicable
client accounts or invoiced to and paid by the Financial Advisor, as specified in the
Investment Advisory Agreement. For accounts opened during a quarter, a pro rata fee
will be billed at the end of the relevant quarter based on the account value when opened
and the number of calendar days the account was open during the quarter.

For VAST accounts, when VAS is responsible for billing, management fees are
calculated based on targeted investment allocations rather than actual allocations. This
approach reflects the investment model selected for the client’s account, as the transition
to actual allocations may take time due to tax considerations or other implementation
factors. As a result, fees may be assessed on assets that have not yet been fully
transitioned into the model. Clients should be aware that this method may result in fees
being charged on holdings that differ from the final investment allocation, which may
cause clients to pay higher fees during the transition period.

As a general standard, fees are charged as follows:

   Manager Model Delivery:                    between 0 bps and 15 bps

   Separate Account Management:               between 0 bps and 30 bps

   Overlay Management:                        between 4 bps and 20 bps

   Direct Indexing:                           between 0 bps and 30 bps

   Manager Fees:                              between 10 bps and 100 bps

   Tech Services and BPO:                     between 0 bps and 50 bps

Each invoice includes: (i) VAS’s fees for Manager Model Delivery, Separate Account
Management, Overlay Management, and/or Direct Indexing; (ii) Manager fees for the
strategies selected by Financial Advisor for its client accounts; and (iii) fees for any Tech
Services and/or BPO purchased by Financial Advisor. Manager fees will vary depending
on the Managers and strategies selected.

Vestmark Advisory Solutions, Inc.             8

If more than one Manager is deployed within a single account, VAS allocates the
invoiced Manager fees among the selected Managers based on the investment program’s
billing methodology.

Where contractually permitted to do so, VAS will deduct fees directly from client
accounts. Otherwise, each Financial Advisor is responsible for deducting from or billing
its own clients as appropriate. The fees set forth above are in addition to advisory,
brokerage, custody and other transaction costs that may be charged by Financial Advisor
or other entities unrelated to VAS. See Item 12, Brokerage Practices, for additional
information on brokerage costs.

Some Managers may reduce the fees they charge for their services as part of the Managers’
business relationships with VAS, based on asset volume or other factors. VAS will pass
such discounts on to Financial Advisors.

VAS may charge Financial Advisors different fee levels for similar services based on
objective and subjective factors, including asset levels, engagement complexity, levels of
service provided, and the overall business relationship. The services provided by VAS
may be available from other advisors at lower fees.

Item 7 Types of Clients

As noted above in Item 4, VAS primarily contracts with Financial Advisors, which
consist of financial institutions, broker-dealers, registered investment advisors and others
who manage their own clients’ accounts or portfolios. Where dual-contract agreements
are in place, VAS will also directly serve clients who are classified as retail investors.
VAS provides its services either directly to Financial Advisors or as a sub-advisor to
Financial Advisors for their clients. VAS does not offer its services directly to clients
unless a dual-contract agreement is in place.