BNY Brokerage Inc

Item 5         Fees and Compensation

Before a Transition, the Adviser provides its Clients with a written proposal and comprehensive
cost estimate. The Adviser’s compensation usually consists of commissions or similar
transaction based charges and is payable at the time services are performed. The Adviser
typically deducts its Commissions directly from the settlement proceeds of the brokerage
transactions it executes on behalf of its Clients. Such deductions are typically effected on the
settlement date of each transaction executed during a Transition. Clients may be subject to
certain minimum total Commissions. In that case, if such minimums are not reached during the
normal course of a Transition, the Adviser may bill its Client for the difference between the
minimum amount payable by the Client and the total amount of all Commissions deducted
directly from the settlement proceeds of each transaction.          On occasion, the Adviser’s
compensation may consist of a fixed fee in lieu of or in addition to such commissions or other
transaction based charges and is payable at the time services are performed. Because each
Transition is unique, the Adviser’s compensation is negotiated separately and may vary
significantly for each Transition.

Generally, as part of a Transition each Client directs that, whenever possible, the Adviser or an
affiliate will effect any transactions, including foreign exchange transactions, in connection with
the Transition through the services of entities that are related persons of the Adviser.
However, securities and foreign exchange trades that are effected only on a principal basis will
be traded through other unaffiliated firms. Please refer to Item 12 for details regarding the
Adviser’s brokerage practices.

During the course of a Transition, ConvergEx may act as commodities trading advisor for
purposes of hedging Transition-related market exposures with futures contracts. In this capacity,
ConvergEx may have discretion, on behalf of Clients, to select unaffiliated futures commission
merchants with whom to open accounts, to negotiate commission rates with those futures
commission merchants and to execute futures transactions through those futures commission
merchants. Clients may be charged execution and other fees that are in addition to the Transition
fee for such services.

Item 7         Types of Clients

The Adviser’s Clients are generally sophisticated investors including, among others, pension and
profit sharing plans. The Adviser provides investment advisory services to its Clients
through consultations regarding transition management services in connection with the
liquidation or restructuring of certain pools of assets. There is currently no minimum notional
size of assets that a Transition requires in order for ConvergEx to provide Transition services.