Winslow Capital Management LLC

ITEM 5. FEES AND COMPENSATION

Equity Investments (U.S. Large Cap Growth, U.S. Large Cap Growth ESG, and Focused U.S.
Large Cap Growth strategies)

Fee Description and Schedules

Winslow charges its Equity Investment strategy clients an advisory fee for the services it provides.
The specific manner in which fees are charged is established in a client’s written agreement with
Winslow and calculated pursuant to Winslow procedures. Advisory fees are generally determined
on the basis of a percentage of assets under management, payable quarterly in arrears. Winslow
will calculate the client’s fee based upon the client’s assets under management as calculated by its
portfolio accounting system unless the client specifies that the custodian’s asset value be used.
When Winslow calculates fees, valuations of account assets are determined in accordance with
Winslow’s valuation procedures, which generally rely on third party pricing services but may permit
the use of other fair valuation methodologies in certain circumstances. Winslow’s determinations
may differ from valuations reflected in a client’s custodial statements. Certain clients have
established advisory fee proration within the client’s written agreement. For those accounts,
Winslow will calculate prorated fees based on additions or subtractions of assets in client accounts
that are greater than 2% of the market value of the client account. As a general matter, Winslow
invoices clients for their fees, rather than deducting them directly from the client’s account.

Winslow’s current basic fee schedule for its institutional separate accounts is as follows:

           Assets under Management                  Per Annum Fee
           First $50 million                             .60%
           Next $50 million                              .55%
           Next $150 million                             .50%
           Next $250 million                             .45%
           Next $500 million                             .40%
           Over $1 billion                               .35%

Subadvisory clients may receive a discount of approximately 10% from Winslow’s current basic fee
schedule. The current fee schedule for large sub-advised accounts is as follows:

           Assets under Management                  Per Annum Fee
           First $100 million                            .40%
           Next $250 million                              .35%
           Next $250 million                              .30%
           Next $400 million                              .25%
           Assets over $1 billion                        .20%

Fees and services may be negotiable based on factors such as client type, asset class, pre-existing
relationship, portfolio complexity and account size or other special circumstances or requirements.
Some existing clients may pay higher or lower fees than new clients. Related accounts may be
aggregated for fee calculation purposes in certain circumstances.

Fees for services to funds and pooled investment vehicles are generally based on a percentage of
assets and are described in each fund’s prospectus or offering memorandum.

If requested, Winslow will occasionally agree to a performance-based fee, where the advisory fee
payable by the client varies depending on the investment performance of the account.

For wrap, dual contract or model portfolio programs, Winslow's fee is determined by agreement
between the sponsor and Winslow and is generally in the range of up to .60% per annum. Total
annual fees charged by wrap or model portfolio program sponsors, which include Winslow's fee,

are generally in the range of up to 3% of the client’s assets in the wrap program. Program sponsors
typically collect the total program fee and remit Winslow's fee to Winslow. Under some contractual
arrangements, the client may pay Winslow’s fee directly to Winslow. In dual contract and other
non-wrap programs, Winslow and sponsors each charge their fees separately. The documents
relating to each wrap or model portfolio program provide additional information regarding the fees
payable to Winslow in connection with the program.

Accounts of Winslow employees, affiliate employees, former employees or employee household
members are generally managed by Winslow without an advisory fee.

Other Fees Clients Pay

Winslow’s fees do not include brokerage commissions, transaction fees, and other related costs
and expenses that the client will incur. Clients will incur certain charges imposed by custodians and
brokers, such as fees charged by managers, custodial fees, deferred sales charges, odd-lot
differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on
brokerage accounts and securities transactions. Winslow’s clients generally will incur brokerage
and other transaction costs either separately or through a bundled fee. To the extent a client
account is invested in mutual funds or ETFs, the client will also pay all the fees and expenses
associated with that investment, such as advisory and administrative fees. As a result, clients will
pay two levels of advisory fees on assets invested in such funds. To the extent that Winslow invests
client assets in a mutual fund or ETF managed by a Nuveen affiliate, Winslow will, based on any
legal requirements, waive investment advisory fees on the assets invested in such affiliated fund,
credit the account for the fees paid by the affiliated fund to Winslow or its related persons, avoid or
limit the payment of duplicative fees to Winslow and its related persons through other means, or
charge fees both at the affiliated fund level and separate account level.

Such charges, fees and commissions are exclusive of and in addition to Winslow’s fee, and
Winslow does not receive any portion of these commissions, fees, and costs.

See Item 12, Brokerage Practices.

Fee Refunds
...

ITEM 7. TYPES OF CLIENTS

Equity Investments

Winslow provides investment advisory and sub-advisory services to pension and profit sharing
plans (ERISA and non-ERISA), corporations, trusts, charitable organizations, foundations,
endowments, registered mutual funds, registered ETFs, collective investment trusts, foreign funds
such as “UCITS” (Undertaking for Collective Investment in Transferable Securities), and individuals
and high net worth individuals through several wrap/managed account programs.

For institutional separate accounts, Winslow generally requires a minimum account of $5 million
for Equity strategies. For managed account program accounts, Winslow generally requires a
minimum account of $100,000, although the specific minimum account size varies by program.
Winslow may waive these minimums based on client type, asset class, a pre-existing relationship
with the client, and other factors.

Alternative Investments

Winslow and the General Partners generally provide investment management services and advice
to Private Funds and single investment special purpose investment vehicles.

Generally, each underlying investor in a Private Fund must be an “accredited investor” as defined
in Regulation D under the Securities Act of 1933, as amended, and a “qualified purchaser” as
defined in the Investment Company Act of 1940. Certain employees of Winslow or a General
Partner who qualify as “knowledgeable employees” under Rule 3c-5 under the Investment
Company Act of 1940 may be permitted to invest directly or indirectly in the Private Funds.

The offering documents of each Private Fund may set minimum amounts for investment by
prospective investors in such Private Funds. These minimum amounts may be waived by Winslow
and/or the General Partners.