Affinity Asset Advisors LLC

Fees and Compensation

A.     Advisory Fees and Compensation

The fees applicable to the Funds are set forth in detail in the applicable Offering Documents. A
brief summary of such fees is provided below.

       (a) Management Fees

Investors in the Master Fund (and Feeder Fund) pay Affinity a management fee that ranges
between 1.5% and 2% per annum (the “Hedge Fund Management Fee”). The Hedge Fund
Management Fee is equal to the net asset value of each such Investor’s capital balance at the
beginning of the fiscal quarter (where such net asset value shall be calculated before the deduction
of any accrued Incentive Allocation (defined below)).

Investors in the Strategic Opportunities Fund pay Affinity a management fee of 2% per annum
(the “Strategic Opportunities Fund Management Fee”). The Strategic Opportunities Fund
Management Fee is equal to each Strategic Opportunities Fund Investor’s capital commitment and
is payable quarterly in advance.

Affinity, in its sole discretion, may waive, by rebate or otherwise, all or part of the Hedge Fund
Management Fee or Strategic Opportunities Fund Management Fee otherwise due with respect to
any Investor’s investment or any class of interests, including, without limitation, Affinity’s
affiliates, members, principals and/or employees.

       (b) Incentive Allocation

With respect to the Master Fund and Feeder Fund, at the end of each fiscal year, each Investor will
be subject to an incentive allocation (the “Incentive Allocation”), calculated at the Master Fund
level, generally in an amount between 17.5% and 20% of realized and unrealized gains (excluding
unrealized income on investments held in side pocket accounts) for the year subject to a traditional
“high watermark” and subject to certain reductions as more fully set forth in the Offering
Documents. The Incentive Allocation for investments held in side pocket accounts is calculated
upon the liquidation of such investment or the determination by Affinity and/or the Master Fund
General Partner that such investment is no longer illiquid. The Incentive Allocation will be
allocated to the Master Fund General Partner.

The Master Fund General Partner reserves the right to waive or reduce the Incentive Allocation
with respect to any Fund Investor or class of interest, including, without limitation, its affiliates,
members, principals and/or employees.

With respect to the Strategic Opportunities Fund, Investors will be subject to a carried interest
allocation (the “Carried Interest Allocation”) in the amount of 20% on the cumulative distributions
made in excess of their capital commitment amount plus a preferred return of 8%, compounded

annually. The Carried Interest Allocation will be allocated to Strategic Opportunities Fund General
Partner.

The Strategic Opportunities Fund General Partner reserves the right to waive or reduce the Carried
Interest Allocation with respect to any Strategic Opportunities Fund Investor, including, without
limitation, its affiliates, members, principals and/or employees.

In addition, Affinity occasionally enters into side letter arrangements with certain Investors which
provide for different or favorable terms than those described above, including, without limitation,
the fees charged, minimum subscription amounts, redemption rights and other rights. The terms of
such side letters will be determined by Affinity.

B.     Payment of Fees

Management fees for the Funds are paid to the Firm quarterly in advance. Incentive Allocation,
with respect to the Master Fund and Feeder Fund, is crystalized at year end, if applicable
(excluding unrealized gains on side pocket investments). Carried Interest Allocation for the
Strategic Opportunities Fund is paid in accordance with the terms set forth in the Offering
Documents.

C.     Additional Expenses

In addition to the fees and allocations described above, each Fund generally bears all of their own
ordinary and necessary expenses, including but not limited to expenses related to its operations
and the investment of its assets. Each Fund shall bear those expenses as set forth in the applicable
Offering Document, as amended from time to time, including, but not limited to, some or all of
the following:

       •   Certain costs and expenses attributable to the organization of, and offering of interests
           in, the Funds, including, without limitation, third-party legal, commercial travel, meals,
           lodging, entertainment, accounting, filing, printing and other organizational and
           offering expenses in relation to the organization and offering of the Funds.
       •   Costs, fees, expenses and liabilities related to acquiring, holding, managing, operating
           and disposing of investments made by the Funds and any brokerage commissions,
           interest on margin and other borrowings, and borrowing charges on securities sold
           short, financings or refinancings related thereto and all third-party costs and expenses
           incurred in connection with identifying, evaluating, structuring, negotiating, managing,
           monitoring and exiting any actual or potential investments (including, without
           limitation, broken-deal costs and expenses), sourcing co-investment capital or
           investment and research related expenses and travel costs (including, without
           limitation, costs relating to attending industry trade conferences);
       •   Research and market data costs and other investment transaction costs (including
           markups and mark-downs);
       •   Investment and research related expenses and travel costs;

       •   Investment related consultants;
       •   Operational expenses such as custodial and subcustodial fees, bookkeeping,
           accounting, audit and other professional fees and expenses (including directors’ and
           consultants’ fees and expenses, legal fees (including fees paid to the Master Fund
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Types of Clients

Affinity provides investment advice to the Funds, as described in Item 4, “Advisory Business,”
above. Affinity may, in the future, provide investment advisory services to other types of clients.
The respective investment programs of the Funds and such additional clients may or may not
overlap.

The Funds typically require a minimum initial investment of $1,000,000, subject to the ability of
Affinity and its affiliates, and/or the Board of Directors of the Feeder Fund to waive or reduce such
minimum initial capital contribution amounts in its sole discretion. Each Investor generally must
be a non-U.S. person or a U.S. person that (i) is an “Accredited Investor” and a “Qualified
Purchaser” (each as defined under federal securities laws), (ii) will be required to represent
whether they meet the definition of “qualified client” within the meaning of the U.S. Investment
Company Act of 1940, as amended (the “Company Act”), and (iii) may be required to meet certain
other suitability requirements as may be set forth in the applicable Fund’s subscription documents.