Columbus Capital Management LLC

FEES	AND	COMPENSATION

The	Funds. Each Fund is obligated to pay us a “management fee” for each month equal to 0.125%
(1.5% per	annum) of the value of investors’ holdings in the Fund as of month-end. As general partner
of the Onshore Fund, we are specially allocated an “incentive allocation” 20% of the appreciation in
the limited partners’ capital account balances to the extent that appreciation exceeds previous
declines in the value of these balances (a “high water mark”). The Onshore Funds make incentive
allocations at the end of each calendar year and at other times when Onshore Fund investors
withdraw capital, but then only in relation to the amount of capital withdrawn. The Offshore QP Fund
pays its management fee and incentive allocation within the Onshore QP Fund. For each period and
for each Fund, the foregoing fees and allocations are the aggregate of amounts calculated separately
for each investor or group of investors in each Fund. They are not generally negotiable, but our
agreements with the Funds give us the authority to vary them for particular investors.

The Funds pay our fees directly from their assets that we manage. Incentive allocations from the
Onshore Fund take the form of increases in the value of our general partner interest in that Fund.

Other	 Fees	 and	 Expenses. Each Fund pays all the expenses of its administration and operation,
including those for:

       brokerage commissions and other transaction-related services (see “Brokerage Practices”
        below);

       custodial fees;

       accounting and audit expenses;

       tax preparation fees;

       governmental fees and taxes;

       interest on borrowings;

       ongoing fund-related legal expenses; and

       bookkeeping and expenses of partners’ and shareholders’ meetings.

Each Fund bore certain costs in connection with its organization and the initial offering and sale of
ownership interests in it and continues to bear the costs of its ongoing offering of those ownership
interests.

We may advance costs described above for a Fund and the Fund must reimburse us.

We provide office personnel and space required for the performance of our services for the Funds.
The Funds do not reimburse us for doing so (except to the extent of our fees and incentive
allocations). The Funds do not currently pay custodial fees directly. Their assets are held by a “prime
broker” as custodian. The Funds may be considered to pay for custodial services indirectly through:
payments to the prime broker of commissions and other transaction costs; payments of financing
charges related to margin borrowings and stock loans; and the prime brokers’ ability to earn money
on certain balances the Funds maintain with them (subject to laws and regulations governing their
activities).

Clients that do not pay expenses may benefit from the services paid for by other clients of Columbus.

Prepayment	of	Fees. The Funds do not prepay fees; they pay management fees monthly in arrears.

Other	 Compensation. We do not and our personnel do not accept compensation for the sale of
securities or other investment products.

                 PERFORMANCE‐BASED	FEES	AND	SIDE‐BY‐SIDE	MANAGEMENT

As stated above, Columbus (or the general partner) receives a portion of the appreciation in value of
Clients’ investments. We do not manage any accounts that do not provide for performance-based
incentive allocations or fees. Our potential to receive incentive allocations and fees, and the fact that
we will not have to refund any such allocations or fees if Clients later experience losses, may create
an incentive for us to make investments that are riskier or more speculative than would otherwise

be the case. Columbus has policies and procedures in place to help ensure it does not unfairly favor
or discriminate against any of its other clients in the trading and allocation process.

TYPES	OF	CLIENTS

We provide investment advice to the Funds. The Funds are privately-offered investment funds that
are not regulated under the U.S. Investment Company Act of 1940, as amended (the “Investment
Company Act”) because of Section 3(c)(1) of that Act and/or Section 3(c)(7) of that Act. Each Fund
imposes minimum investor qualification standards and minimum investment requirements.

Columbus may, in its sole discretion, waive or modify any minimum investment requirement.

            METHODS	OF	ANALYSIS,	INVESTMENT	STRATEGIES	AND	RISK	OF	LOSS

Investment	Objectives	and	Strategies

Our objective is to generate capital appreciation with limited sensitivity to market fluctuations. We
focus primarily on U.S.-based small-capitalization companies. Investment decisions are based on
fundamental research, including discussions with companies’ senior management, discussions with
management of related companies, construction of earnings models, contact with brokerage analysts,
and review of other information as necessary.

We take long and short positions. The short component of our portfolio is designed to generate
incremental returns and to reduce the overall portfolio risk and is not limited to small-capitalization
stocks.

We are not limited to the strategy described above. We may invest in various types of securities such
as common stocks and equity-related financial interests such as options, including preferred stock,
warrants, rights, ETFs and money market instruments. We may also use margin borrowings and
other leveraging techniques. There can be no assurance that the Clients’ objectives will be satisfied.

Investing	in	securities	involves	a	risk	of	loss	that	investors	and	Clients	should	be	prepared	to
bear.		Past	performance	does	not	guarantee	future	results	or	success.

Material	Risks	of	Our	Strategy

The following is a summary of some of the material risks associated with our investment activities.
It does not attempt to describe all of the risks associated with those activities.

Investment	 Selection;	Reliance	 on	 Mr.	Ockner. We believe the primary risk of our investment
strategy relates to investment selection – the risk that our techniques may, at least over certain
periods, result in securities positions that decline in value or do not appreciate as much as
alternatives. Our investment advice depends on the judgment and analysis of Matthew D. Ockner.
Should Mr. Ockner terminate his relationship with us, die or become otherwise incapacitated for any
period of time, Clients’ investments could suffer.

General	Economic	and	Market	Conditions. The success of Client’s investments may be affected by
global, national and local economic and market conditions, such as interest rates, availability of
credit, inflation rates, economic uncertainty, changes in laws, developments in governmental
regulation and national and international political circumstances. These factors may affect the
success of the businesses in which Client’s portfolio companies are engaged as well as the markets

for the securities a Client holds.      Unexpected volatility or illiquidity could impair a Client’s
profitability or result in losses.

Small	Capitalization	Stocks. Clients may invest a portion of its assets in stocks of companies with
relatively small market capitalizations. While we believe these stocks can provide significant
potential for appreciation, they can involve higher risks in some respects than investments in stocks
of larger companies. For example, prices of small-capitalization and even some medium-
capitalization stocks are often more volatile than prices of large-capitalization stocks and the risk of
bankruptcy or insolvency of many smaller companies (with the attendant losses to investors) is
higher than for larger, “blue-chip” companies. In addition, due to thin trading in some small-
capitalization stocks, an investment in those stocks may be considered illiquid.

Concentration	of	Investments. Clients do not limit the amount of capital they may commit to any
single investment, industry or sector. We attempt to spread the Funds’ capital among a number of
investments, generally avoiding investing in a security if, as a result, a Fund’s investment in that
security would represent more than 8% of the net value of the Fund’s portfolio, at the time of
purchase. However, at times the Clients may hold a relatively small number of security positions,
each representing a relatively large portion of a Client’s capital. Losses incurred in such positions
could have a materially adverse effect on a Client’s overall financial condition.

Hedging,	 Generally. Hedging strategies in general are usually intended to limit or reduce
investment risk, but they can also be expected to involve transaction costs and may inherently limit
or reduce the potential for profit.

Short	Selling. A Client may sell securities short. In a short sale, a Client sells securities it does not
own, in the hope that the market price will decline and that the Client will be able to buy replacement
securities later at a lower price. A short sale theoretically involves the risk of unlimited loss: the price
at which the Client must buy “replacement” securities could increase without limit.

Use	of	Leverage. A Client may leverage its investment positions by borrowing funds from securities
broker-dealers, banks, or others. Such leverage increases both the possibilities for profit and the risk
of loss. While we attempt to limit a Client’s borrowings, at times a Client may hold a relatively large
amount of debt. Borrowings usually are from securities brokers and dealers and are typically secured
by a Client’s securities and other assets. Under certain circumstances, such a broker-dealer may
demand an increase in the collateral that secures a Client’s obligations, and if a Client were unable to
provide additional collateral, the broker-dealer could liquidate assets held in the account to satisfy
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