Caerus Investors LLC

Fees and Compensation

In consideration for Caerus’ advisory and other services, Caerus generally is entitled to receive management
fees, and may receive performance allocations, with respect to the Private Funds. While the fees and
compensation applicable to each Fund are described in detail in the applicable governing documents and/or
Management Agreements, an overview of Caerus’ basic fee schedule is summarized below. A potential
investor should read and review all governing documents in their entirety before making any investment
decisions.

Fee Schedules

Private Funds

        Management Fees: In consideration for its sub-advisory services to the Private Funds, Caerus
        receives a “Management Fee” from each respective Private Fund. The specific payment terms and
        other conditions of the Management Fees available to Caerus are set forth in the applicable Private
        Fund’s governing documents and/or Management Agreement. The Management Fees are generally
        a percent of the Private Funds’ assets managed by Caerus, on the appraisal date, payable quarterly
        or monthly in arrears or in advance. Management Fees are generally paid to Caerus by directly
        billing the Private Fund. Upon the termination of Caerus’ Management Agreement with a Private
        Fund, Caerus will refund to the Private Fund the pro-rated portion of any Management Fee already
        received by the Private Fund for the period following the effective date of such termination.

        Performance-Based Compensation: Additionally, Caerus may receive “Performance-Based Fees”
        (e.g., carried interest or incentive fees) in connection with the management of each respective
        Private Fund. The specific payment terms and other conditions of the Performance-Based Fees
        available to Caerus are set forth in the applicable Private Fund’s governing documents and/or
        Management Agreement. Generally, Performance-Based Fees payable to Caerus are payable
        quarterly, annually or more frequently in arrears. All Performance-Based Fees payable to Caerus
        will be consistent with the requirements of Section 205 of the Advisers Act and Rule 205-3
        thereunder.

        Performance-Based Fees payable to Caerus on investment gains may create an incentive for Caerus
        to cause a Private Fund to make investments that are riskier or more speculative than would be the
        case if a performance-based compensation arrangement were not in effect. The Performance-Based
        Fees may create an incentive for Caerus to time investments, and the realization of investments, so
        as to maximize Performance-Based Fees rather than the returns of the Private Fund. See Item 6 –
        Performance-Based Fees and Side-By-Side Management of this Brochure for more information
        about Performance-Based Fees.

        As of the date of this Brochure, Caerus manages three (3) Private Funds for which it receives
        Management and Performance-Based Fees.

Mutual Funds

       Management Fees: In consideration for its sub-advisory services to the Mutual Fund, Caerus
       receives a Management Fee (accrued daily) from SEI and payable monthly in arrears. The specific
       payment terms and other conditions of the Management Fees available to Caerus are set forth in
       the Mutual Fund’s governing documents and/or Management Agreement. The Management Fee
       is based upon the Mutual Fund’s average daily net assets, which may or may not be net of
       investment leverage (borrowed capital). Such Management Fee is deducted from the Mutual
       Fund’s assets on a monthly basis. In addition to Management Fees, administrative fees, and
       brokerage and transaction costs, investors in the Mutual Fund’s will indirectly bear certain other
       fees and expenses paid by the Mutual Fund, including, but not limited to expenses of the
       independent trustees of the Mutual Fund, fees and expenses for legal, fund accounting, transfer
       agency, custodial and auditing services, interest expense, taxes, and other investment-related costs,
       insurance premiums, extraordinary and non-recurring and certain other unusual expenses. For
       additional detail on these fees and expenses, please refer to the Mutual Fund’s governing documents
       (i.e., prospectus and statement of additional information).

       As of the date of this Brochure, Caerus manages one (1) Mutual Fund for which it receives
       Management Fees.

Separate Accounts

       Caerus’ Management Fee for managing an institutional separate account are determined through
       negotiation with each Client and are set forth in the Management Agreement with the Client.
       Typically, a separate account Client will pay Management Fees ranging from 0.75% to 2.0%
       annually. Management Fees are generally based upon the average daily net assets, which may or
       may not be net of investment leverage. Caerus may also collect Performance-Based Fees, which
       are generally based on an adjustment based on investment performance compared to an established
       benchmark index over a specified period of time and generally payable quarterly, annually or more
       frequently in arrears. Separate account Clients who negotiate Performance-Based Fees may pay a
       lower base Management Fee. Separate account Clients generally are responsible for brokerage
       commissions, transfer taxes, and other brokerage fees and investment expenses relating to
       investment instrument transactions in the separate account. Separate account Clients may incur
       operating and transaction fees, costs, and expenses associated with maintaining their accounts
       imposed by custodians, brokers, futures commission merchants, prime brokers, and other third-
       parties. Caerus does not receive any portion of these commissions, fees, or costs.
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Types of Clients

As discussed in Item 4 – Advisory Business of this Brochure, Caerus currently provides discretionary
portfolio management and investment sub-advisory services to three (3) unaffiliated privately offered
pooled investment vehicles (i.e., the Private Funds), and one (1) U.S. open-end investment company
registered under the 1940 Act (i.e., the Mutual Fund). Caerus provides its investment sub-advisory services
to the Funds pursuant to a Management Agreement between Caerus and each respective Fund. Information
about the Funds, and the particular investment objectives, strategies, restrictions, guidelines, and risks
associated with an investment, is described in the respective Funds’ offering documents (i.e., private
placement memorandum or prospectus), which are made available to investors only through the Funds’
primary investment adviser or another authorized party. In the future, Caerus may provide discretionary
portfolio management and investment advisory services (directly or indirectly through a sub-advisory
arrangement with the client’s primary investment adviser) to separately managed accounts or sponsored
(affiliated) privately offered pooled investment vehicles. Caerus may advise both U.S. and non-U.S.
Clients.

The Private Funds sub-advised by Caerus may be organized as domestic or offshore (non-U.S.) companies,
limited partnerships, limited liability companies, corporate trusts, or other legal entities, as determined
appropriate by the Private Funds’ primary investment adviser. The Mutual Funds sub-advised by Caerus
may be organized as domestic companies, limited partnerships, limited liability companies, corporate trusts,
or other legal entities, as determined appropriate by the Mutual Funds’ primary investment adviser.

Generally, investors participating in a Private Fund are required to meet certain suitability and net worth
qualifications, such as (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under
the U.S. Securities Act of 1933, as amended (the “Securities Act”) or (ii) a “qualified purchaser” as defined
in Section 2(a)(51) of the 1940 Act. As such, the Private Funds Caerus sub-advises is exempt from
registration as an investment company through the exemption provided by Sections 3(c)(7) of the 1940 Act.
Typically, each investor in a Private Fund that is exempt from the registration requirements under Section
3(c)(7) of the 1940 Act is required to qualify as a “qualified purchaser” within the meaning of Section
2(a)(51) of the 1940 Act and is required to certify that it is at least an “accredited investor” within the
meaning of Rule 501 of Regulation D under the Securities Act and non-U.S. investors are required to certify
that they meet the requirements of the Regulation S safe harbor under the Securities Act. Where Caerus
does not charge Performance-Based Fees to a particular Client, investors will only be required to qualify as
an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. As
noted above in Item 6 of this Brochure, if Caerus collects performance related compensation, investors will
be required to meet the requirements of Rule 205-3 under the Advisers Act and certify that they are at least
a “qualified client.” A potential investor in a Private Fund should read and review all governing documents
in their entirety for specific investor qualifications and before making any investment decisions.

To help the U.S. Government fight the funding of terrorism and money laundering activities, Caerus may
seek to obtain, verify, and record information that identifies each investor who invests in a Client. In this
regard, when an investor seeks to open an account with Caerus or invest in a Fund managed by Caerus
(including a separately managed account), Caerus may ask for a completed Form W-8/W-9, as applicable,
which includes the name, address, Tax ID/Employer ID number (or any other registration number issued
in the jurisdiction of location or incorporation) and other reasonably required information that will allow

Caerus to identify the investor. Caerus may ask for information and documentation regarding source of
funds to be invested. Caerus also reserves the right to ask for more information regarding the individuals
who are beneficial owners of the investor and/or exercise control over the investor. Caerus may ask for the
names of such beneficial owners and may also ask for address, date of birth, and other information that will
allow Caerus to identify such beneficial owners. Caerus may also request such other information as may
be necessary to comply with applicable law. Furthermore, Caerus may verify any of the aforementioned
information using third-party sources and may share that information as required by applicable law or in
connection with the execution of trades on behalf of that investor. For certain investors, Caerus may rely
on the investor’s broker-dealer, administrator, transfer agent, custodian or placement agent to obtain, verify
and record the required information.

With respect to separately managed accounts, the minimum investment is determined on a case by case
basis. The minimum investment for Mutual Funds is expected to be $1,000 or $100,000, depending upon
the share class acquired by the investor. Caerus does not determine the minimum investment amount for
Clients that is advises in a sub-advisory capacity. Each Fund’s minimum investment amount is stated in
each respective Fund’s governing documents. A potential investor in a Fund should read and review all
governing documents in their entirety for specific investor qualifications and before making any investment
decisions.

          Methods of Analysis, Investment Strategies and Risk of Loss

The following is a summary of the investment strategies and methods of analysis employed by Caerus on
behalf of Clients. This summary should not be interpreted to limit in any way Caerus’ investment activities.
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