Westchester Capital Management LLC

ITEM 5 – FEES AND COMPENSATION

This section describes our basic fee schedule. Westchester reserves the right to negotiate all fees
based on individual client considerations, including but not limited to, number and frequency of
reports and client meetings, individual security investments versus common or collective funds or
mutual funds, investment guidelines and restrictions, and account size. We believe that our fees
are competitive with those charged by other investment advisers for comparable services, but other
firms may offer similar services for lower fees.

The fees Westchester receives for sub-advisory services provided to the Funds are separately
negotiated between Westchester and the unaffiliated or affiliated investment adviser and/or Fund
and fixed at the time each Fund’s sub-advisory agreement is entered into. Fees typically are based
on a percentage of assets under management.

With respect to TMF, VL, EDF and CEF, Westchester receives 50% of the net advisory fee paid
by such funds to the affiliated investment adviser. With respect to non-affiliated sub-advised funds,
Westchester is paid a sub-advisory fee at an annual rate ranging from 0.75% to 0.90% of the
average daily net assets of such non-affiliated sub-advised funds. The sub-advisory fee accrues
daily and is paid monthly. Shareholders invested in a Fund subadvised by Westchester should refer
to the Fund’s Prospectus for more detail regarding the Fund’s applicable fees.

Our fees are exclusive of brokerage commissions, transaction fees, and other related costs and
expenses which will be incurred by the client. Please refer to Item 12 – Brokerage Practices for
more information on our brokerage practices. Our clients may also incur certain charges imposed
by custodians, brokers and other third parties such as but not limited to fees charged by managers,
custodial fees, deferred sales charges, transfer taxes, wire transfer and electronic fund fees, and
other fees and taxes on brokerage accounts and securities transactions. Mutual funds, closed-end
funds, ETFs and alternative investments have their own operating expenses, including
compensation paid to their advisers and other service providers as well as other expenses and fees.
This information is disclosed in the specific fund’s prospectus or offering documents.

Subject to client-imposed restrictions if any, Westchester may invest or recommend investment in
open-end and closed-end registered investment companies, ETFs and other pooled investment
vehicles. When Westchester invests client assets in these investment vehicles, unless otherwise
agreed and where permitted by applicable law, a Fund may bear its proportionate share of fees and
expenses as an investor in the investment vehicle in addition to Westchester’s subadvisory fees.
The investment vehicle’s prospectus, offering documents or other disclosure documents contain a
description of its fees and expenses.

From time to time, one or more funds subadvised by Westchester may invest a portion of its assets
in one or more affiliated funds to gain exposure to its investments. Investors in such funds will not
be charged duplicate advisory fees. Account assets invested in an affiliated fund are not subject to
the account level investment advisory fee. Those assets are only subject to the fund’s internal
investment management fees (and other charges) applicable to investors as stated in the current
prospectus.

Our sub-advisory contracts provide for termination without penalty (generally with a sixty-day
notice) by the client, adviser or subadviser and termination in the event of an assignment (as such
term is defined in the Investment Company Act of 1940).

Some of Westchester’s affiliated persons accept compensation via an internal sales bonus for the
sale of securities or other investment products, including from the sale of affiliated mutual funds
which pay Westchester an advisory fee. This practice presents a conflict of interest and gives
Westchester and its affiliated persons an incentive to recommend investment products based on
the compensation received, rather than on a client’s needs. Westchester addresses conflicts that
arise, including disclosing the conflicts to clients. The Firm’s affiliated persons do not typically
talk with or promote products to individuals, but rather, talk with platform partners and advisers
about potential investments and those firms’ supervised persons have the responsibility of
assessing the needs of the end client. The Firm’s affiliated persons do talk directly with institutional
prospects and/or institutional clients.

Shareholders have the option to purchase investment products that we recommend through other
brokers or agents that are not affiliated with Westchester.

ITEM 7 - TYPES OF CLIENTS

Westchester serves as subadviser to certain investment portfolios of registered investment
companies, including a family of mutual funds known as the Virtus Funds pursuant to a written
subadvisory agreement with Virtus Investment Advisers, LLC. Westchester also serves as
subadviser to non-affiliated funds including JNL, JARB and PRIN.