Archer Capital Management LP

“Fees and Compensation.”

Conflicts Relating to Performance Fees

        Performance-based fee arrangements may create an incentive for us to recommend
investments that may be riskier or more speculative than those that we might otherwise
recommend in the absence of such an arrangement. In the allocation of investment opportunities,
performance based fee arrangements may also create an incentive for us to (i) favor Clients with
performance or incentive fee arrangements over Clients that are not charged, or from which we
will not receive, a performance or incentive fee; and (ii) favor Clients from which we will
receive a greater performance fee over Clients from which we will receive a lesser performance
fee. We have adopted an order aggregation and trade allocation policy (the “Aggregation and
Allocation Policy”) designed to ensure that all of our Clients are treated fairly and equally and to
prevent this form of conflict from influencing the allocation of investment opportunities among
Clients.

        Pursuant to the Aggregation and Allocation Policy, to ensure fairness in the allocation of
investment opportunities, we will generally allocate investment opportunities pro rata with
regard to the suitability of such investments to each Client. In determining the suitability of each
investment opportunity for each Client, consideration is given to a number of factors, the most
important being the Client’s investment objectives, strategies, and guidelines, existing portfolio
composition, and cash levels, as well as legal, tax, and regulatory considerations. Where an
investment opportunity is suitable for two or more Clients, we allocate such investment
opportunity in a manner to ensure that Clients have equal access to the same quality and quantity
of investment opportunities. We also allocate trades in a manner consistent with achieving target
position sizes within any individual Client as well as across all of our Clients. The target
position sizes may vary based on the strategy or investment objectives of any individual Client.
In general, allocations are made on a pro-rata basis taking into consideration target position size
and assets under management, with consideration given to the other factors described above.

TYPES OF CLIENTS

       We currently provide investment advisory services to private investment vehicles whose
investors may include institutional investors as well as high net worth, financially sophisticated
individual investors. Our investment advisory services are generally intended for endowments,
pension funds, family offices, trusts and estates, financially sophisticated individual investors
and institutional investors, and pooled investment vehicles.

        The minimum account size necessary to open and maintain an account with us varies by
Client and type of client. For instance, we have set a minimum investment of at least $1,000,000
for the Archer Funds, but we may require a different amount, or waive the minimum investment,
depending on a variety of factors, including the investor’s size, investment strategy, and level of
required portfolio servicing.

       Investors in the Funds and the Other Pooled Investment Vehicles must generally be
“accredited investors” as defined in Rule 501(a) of Regulation D of the Securities Act of 1933,
as amended; and may also need to be “qualified purchasers” within the meaning of the
Investment Company Act of 1940.