Celeres Capital Advisors LLC

Item 5. Fees and Compensation

The manner in which Celeres is compensated for its services is established in each client’s written
agreement with Celeres. Celeres will generally invoice its fees on a quarterly or monthly basis. Clients
may elect to be invoiced in advance or in arrears for each period. Accounts initiated or terminated
during any period will be charged a prorated fee. Upon termination of any account, any prepaid,
unearned fees will be promptly refunded, and earned, unpaid fees will be due and payable. Clients have
the right to terminate an agreement without penalty within five business days of receipt by Celeres of
written notification of the termination unless otherwise agreed to in writing. Celeres’ fees are exclusive
of brokerage commissions, transaction fees, and other related costs and expenses that shall be incurred
by the client.

Celeres’ fees and payment terms may be negotiated on a client-by-client basis. Fee schedules are subject
to negotiation and may vary based on factors such as, but not limited to, mandate size, type of securities
held and the level of portfolio customization. Celeres has various minimum mandate sizes, depending
on strategy, although Celeres may waive the minimum size requirements at its discretion. Clients may
be subject to minimum fees based on asset size.

As stated above, Celeres also offers non-advisory services such as consulting and risk management
services to institutional clients. Fees for such services vary depending on the scope of the services and
may be subject to a minimum fee per year (typically $25,000), as agreed upon by Celeres and the client.
An agreement for consulting and risk management services may be terminated at any time, by either
party, for any reason, following a 30-day or 60-day prior written notice unless otherwise agreed to in
writing, on a case by case basis. Upon termination of such services, any prepaid, unearned fees will be
refunded and any earned, unpaid fees will become due and payable.

Celeres may engage in consulting activities for corporations and partnerships. Services provided in the
course of these consulting engagements may include            management advice as well as ongoing
management consulting which may result in conversations about the formation of capital as well as the
impact of the composition of the capital structure on the prospects for the company,. Compensation
for these services may include retainer fees paid on monthly or quarterly basis as well as milestone fees
paid at variable times and may or may not include awards of equity in lieu of cash payments. These
equity awards will be managed by the managers of Celeres and may include the opportunity for such
managers of Celeres to function as members of the Board of Directors and/or Advisory Boards.

Celeres may from time to time offer investment advisory clients investments in the equity, debt or
other capital formation activities for these companies. It is possible these relationships could create
the perception of conflict of interest. Celeres has adopted policies and procedures to mitigate perceived
and/or real conflicts in order to create investment recommendations and decisions made in a manner
that Celeres believes is consistent with its obligations as an investment adviser.

Item 7. Types of Clients

Celeres provides investment advisory services on a discretionary and non-discretionary basis to
institutional clients including but not limited to trusts, pensions, foundations, endowments, insurance
companies, corporations, partnerships, SPVs (Special Purpose Vehicles) and other business entities.
Celeres may also have corporate clients that receive consulting, management and strategy counseling.
Finally, Celeres may advise and/or provide subadvisory services for private funds.