Department of Labor 408(b)(2) Disclosures

Introduction

The Employee Retirement Income Security Act of 1974, as amended (ERISA) requires employee benefit plan fiduciaries to act solely in the interests of, and for the exclusive benefit of plan participants and beneficiaries.

Mesirow Financial Investment Management, Inc. (“MFIM”), Mesirow Institutional Investment Management, Inc. (“MIIM”) and Mesirow Financial, Inc. (“MFI”) are defined as covered service providers under Section 408(b)(2) of ERISA. A covered service provider is a provider that enters into a contract or arrangement with a plan and reasonably expects to receive $1,000 or more in compensation for (i) service as a fiduciary or registered investment advisor; or (ii) certain recordkeeping or brokerage services.

Regulation requires that a covered service provider disclose direct and indirect compensation arrangements as related to the services provided to a plan. Direct compensation is compensation received directly from the plan. Indirect compensation is compensation received from any source other than the covered plan, the plan sponsor or an affiliate. This webpage contains information relating to direct/indirect compensation received by MFIM, MIIM and MFI for services performed for plans.

Mutual Funds

MFI has arrangements with mutual fund companies pursuant to which the mutual fund companies pay commission and trail payments to MFI for services we provide, including but not limited to, the distribution of the mutual fund companies’ products. Generally, MFI receives upfront commissions from the mutual fund companies in the ranges described below:

Class A share mutual funds: 0.00% to 5%

Class B share mutual funds: 0.00% to 4%

Class C share mutual funds: 0.00% to 1%

Class I, N, R. T and X shares: 0.00% to 3%

When MFI, MIIM, MFIM’s broker/dealer affiliate, is appointed as the broker/dealer of record, MFI can and does receive Rule 12b-1 fees from certain mutual funds. In those instances, the client’s advisory fees will be reduced and offset by the amount of the Rule 12b-1 fees received by MFI to mitigate any incentive or conflict. MFI may also receive and retain fees received in connection with such mutual fund transactions for performing services related to shareholder accounting and related communications.

Fees are automatically deducted from the plan’s mutual fund investments and forwarded to us. The commissions, fees and expenses specific to your fund are delineated in the fund’s prospectus, which was previously provided to you. MFIM’s, MIIM's and MFI’s list of current mutual fund positions and their prospectuses are provided in the attached link for your convenience. Please refer to your account statements to determine the mutual fund share classes owned by the plan.

In addition, some mutual fund companies pay revenue on amounts invested in non-transaction fee funds. As part of its agreement with its clearing firm, MFI will receive some of this revenue. As not all funds pay revenues on non-transaction fee funds, MFI is incentivized to purchase shares of mutual funds that pay revenues.

Stocks/Bonds/Options

MFIM, MIIM and MFI receives direct and/or indirect compensation in the form of commissions and fees in connection with the services described in your disclosure document. Commissions charged on equity, bond, and options transactions are determined by specific circumstances related to each individual trade. Minimum commission charges, special service charges and custodial fess are described in more detail on our fee schedule for services. MFI also receives revenue share from our clearing firm and does markup various clearing fees.

Group Variable Annuities

MFI has arrangements with group annuity providers pursuant to which the annuity providers make commission and trail payments to the MFI for services we furnish them, including for the distribution of group annuity products. Generally, commissions range from .05 to 1.25% of deposits. In addition, as part of the arrangement, the MFI receives quarterly trail payments. For specifics regarding this compensation, see the fee schedule, disclosure and commission agreement, commission authorization form or similar document you executed with the insurance company when you acquired the group annuity product. Additionally, please see your Schedule A to the Form 5500. 408(b)(2). Contact your advisor and/or registered representative directly if you have any questions.