Winton Capital Management Ltd

Item 5 – Fees and Compensation

Fees payable to us and/or our affiliates by each Client for management and advisory
services are set out in the applicable Governing Documents and in some cases include
a performance-based fee (the “Performance Fee”), and/or an asset-based
management fee (the “Management Fee” and, together with the Performance Fee,
the “Advisory Fees”), all of which are charged in arrears. Advisory Fees for the Funds
are generally not negotiable. Advisory Fees for Managed Accounts are negotiated.
Accordingly, certain Clients have more favorable Advisory Fee arrangements than
other Clients. Winton reserves the right to waive or reduce Advisory Fees for
employees with respect to Funds and/or Managed Accounts.

Currently Management Fees are not more than 2% per annum based on the relevant
trading level of the account. Currently Performance Fees are up to 20% per annum of
net capital appreciation in excess of unrecouped losses and are generally payable
either on an annual or a calendar quarter basis.

On termination of any Fund or Managed Account, any earned, unpaid Advisory Fees
will be due and payable without penalty or other deduction.

Neither we nor our employees accept any compensation, including transaction-based
compensation, from third parties for the sale (or purchase) of investment products.
We receive all our compensation from Clients’ Advisory Fees.

In addition to Advisory Fees, Clients that follow certain investment strategies bear
their allocable share of the costs and expenses we incur in recruiting and
compensating certain investment team members and other employees of Winton
who are engaged in the development and/or implementation of the relevant
investment strategies (the “Investment Team Expenses”) and/or data-related fees
and expenses (the “Data Costs”) and/or costs of technology service provision (the
“Technology Costs”), as described further below and in the applicable Governing
Documents.

Investment Team Expenses include, without limitation, base compensation,
discretionary performance-based or bonus compensation and signing bonuses;
payroll taxes and other compensation expenses (including, without limitation,
severance, overtime, relocation expenses, referral fees and “buyout” or breakage
expenses); recruitment and retention expenses such as all expenses and costs

incurred in connection with personnel recruiting services and retention expenses
(including, without limitation, recruitment retainers and fees, travel expenses,
relocation expenses, personnel-related immigration expenses and reimbursement of
certain legal expenses); and other employment benefits (including, without limitation,
private healthcare and well-being, life assurance, group income protection and
employer pension contributions).

Data Costs include, without limitation, those relating to obtaining, storing, preparing,
manipulating, evaluating and utilizing data of any kind, including data that relates to
the research and monitoring of actual and prospective investments, transactional,
risk, market and alternative data; all fees and expenses for investment research
including corporate access services and services used for the processing and
evaluation of datasets, data collection, alpha generation and portfolio optimization;
news subscription services, research and market data incorporated into the cost of
obtaining such research and market data (including the costs and expense of any
licenses).

Technology Costs include, without limitation, cloud computing, data centers,
hardware, software and services, licensing fees incurred in connection with all
hardware, software tools, programs or other technology utilized in the operation of
the relevant investment strategy and facilitating and managing the purchase and sale
of   investments     (including   third-party    software    licensing,   implementation,
management and recovery services and custom development costs).

Certain Clients are allocated Investment Team Expenses, Data Costs and/or
Technology Costs (together “Pass-Through Expenses”) and such Pass-Through
Expenses are, in some cases, subject to agreed annual expense caps, as agreed in the
applicable Governing Documents.

The allocation and calculation of our Clients’ allocable expenses will, unless otherwise
agreed in writing with the relevant service provider, be determined by us in
accordance with our expense allocation policy, procedures and other relevant policies
established from time to time.

The allocation of Pass-Through Expenses creates a conflict of interest because such
allocation reduces our costs and expenses. As the Pass-Through Expenses benefit us,
both directly and indirectly, this discretion creates a significant conflict of interest that
has been disclosed to relevant Clients in advance of the implementation of Pass-
Through Expenses.

There can be no assurance that Pass-Through Expenses will deliver any benefit for
the profitability of a Client. Pass-Through Expenses, similar to other fees and
expenses borne by a Client, will adversely affect the performance experienced by the
Client and can cause a Client to experience net losses even where the performance
experienced by the Client was profitable gross of such costs. The effect of Pass-
Through Expenses can be material.

We have discretion to determine which expense items constitute Pass-Through
Expenses and to determine whether and to what extent Clients benefit from the
relevant investment teams, data and/or technology. Where applicable, Winton will
make determinations regarding benefit, utilization and/or time commitment as
appropriate in order to assess which and to what extent Pass-Through Expenses are
attributable to each Client. Certain Clients are only charged Advisory Fees and, in
respect of such Clients, the proportion of Pass-Through Expenses attributable to such
Clients are borne by us. This allocation is to recognize use of such assets by such other
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Item 7 – Types of Clients

As described in Item 4 above, our Clients are the Funds and Managed Accounts.

The Fund Investors and Managed Accounts include, without limitation, pooled
investment vehicles, pension funds, foundations and endowments, private banks,
distributor platforms, sovereign wealth funds, funds of funds, insurance
corporations, family offices and high net worth individuals. We also provide
investment advisory or sub-advisory services to registered investment companies
under the US Investment Company Act of 1940, as amended (the “Investment
Company Act”) and act as sub-adviser to investment funds regulated in the European
Union, including under the Undertakings for Collective Investment in Transferable
Securities (UCITS) framework. Winton and employees invest in certain Funds and we
provide management services to an employee (see Item 11 for further information).

The minimum investment and other requirements for investing in each Fund are set
out in the relevant Governing Documents. Funds offered through private placement
in the United States are structured as private investment companies that are exempt
from registration under Section 3(c)(7) of the Investment Company Act. As a result,
US domiciled Fund Investors must be “Qualified Purchasers” as defined in the
Investment Company Act and the rules thereunder, “Accredited Investors” as defined
in Regulation D under the US Securities Act of 1933, as amended, and “Qualified
Eligible Persons,” as defined in the US Commodity Exchange Act and the rules
thereunder.

Investments in the Funds are subject to minimum investment requirements as set
out in the relevant Governing Documents.

Managed Accounts are established pursuant to individually negotiated investment
advisory agreements. There is no predetermined minimum account size for Managed
Accounts; account size and related requirements are determined on a case-by-case
basis.