Conway Capital Management Inc

Item 5: Fees and Compensation
Conway charges clients an annual investment management fee based on the following schedule:

Assets Under Management                 Annual Fee

Less than $10,000,000                   1.50% annually
$10,000,001 to $25,000,000              1% annually
Above $25,000,000                       Negotiable

The total fees for such services may be negotiable and may vary higher or lower depending on
the nature and complexity of each client’s financial circumstances and the services authorized
and performed.

Clients may direct Conway to maintain “unsupervised assets” within the portfolio for the
convenience of the client. Conway generally does not charge a management fee on unsupervised
assets and is not responsible for the supervision or suitability of such assets. However, Conway
may charge a fee on certain unsupervised assets such as the case when Conway is asked to
provide ongoing reporting or research of unsupervised private investments.

Conway may negotiate a different investment advisory fee arrangement with the client, including
a flat fee arrangement based on the nature of the client’s account. Conway has negotiated lower
fees for certain clients, employees’ family members and friends.

Conway charges fees quarterly in advance based on the total market value of the account at the
end of the prior quarter. If the services to be provided start any time other than the first day of a
quarter or month, the fee will be prorated based on the number of days remaining in the quarter
or month.

Most clients authorize Conway to deduct fees automatically from their brokerage accounts, but
clients may request that Conway send quarterly invoices to be paid by check.

If a client terminates the investment management agreement with Conway in the middle of a
billing period, Conway will refund any unearned investment management fee to the client on a
pro-rata basis based upon the time remaining in the quarter.

Due to the illiquid nature of certain investments, Conway may utilize fair valuation
methodologies in an attempt to represent the amount at which an asset could be acquired or sold
in a current transaction between willing parties in which the parties each acted knowledgeably,
prudently, and without compulsion. The valuations of investments in private equity or other
illiquid investments may be modified by Conway, in its sole discretion, if and to the extent that it

shall determine that such modifications are advisable to reflect market or liquidity conditions or
other factors affecting value.

It is the nature of private equity and other such illiquid investments to provide initial valuation
estimates, and then refined estimates and / or actual numbers frequently months after the original
estimates are distributed. Consequently, it is Conway's policy to use the best information
currently available for reporting and billing purposes for a given quarter. Also, consequently,
Conway may receive updated pricing information months after a private equity or other illiquid
investment has been valued for reporting and billing purposes. It is the policy of Conway to
evaluate and determine potential discrepancies, rebating any material overcharges in a quarter,
defined as greater than $50.

In addition to Conway's investment management fees, clients bear trading costs and for certain
investments (i.e., private placements) the custodian may charge the client a nominal fee to
custody such investments.

To the extent that clients’ accounts are invested in mutual funds, these funds pay a separate layer
of management, trading, and administrative expenses.

Conway believes its fees are competitive with those fees charged by other investment advisors
for comparable services. However, comparable services may be available from other sources for
lower fees than those charged by Conway.

Item 7: Types of Clients
Our clientele are typically high-net-worth families and individuals, associated trusts, estates,
pension and profit-sharing plans, charitable organizations and other legal entities. We have
established a minimum value of $10,000,000.00 of investable assets for new accounts accepted
under our management. Conway understands that there are many other managers without this
threshold. Accounts below this account minimum may be accepted on an individual basis at our
discretion. There may be times when Conway (primarily due to market volatility or cycles)
chooses not to take on any new business.