EVR Research LP

Item 5 – Fees and Compensation

The fees applicable to each of the Funds are set forth in detail in each Fund’s corresponding Governing Documents.
A brief summary of such fees is provided below.

Asset-Based Compensation

EVR is paid an investment management fee (“Management Fee”) between 1.0% to 1.5% per annum based on the
net assets of the Funds. The Management Fee is charged each quarter, in advance, based on the Funds’ net asset
value (including net unrealized appreciation or depreciation of investments and cash, cash equivalents and accrued
interest) on the first day of the quarter. If an Investor subscribes for an Interest in a Fund during a quarter, the
Management Fee is charged as of the effective date of the subscription and is prorated for the number of months
remaining in the quarter.

Investment management fees are deducted and paid to EVR or our affiliates from the assets of the relevant Fund
account.

An Investor may obtain a refund of a pre-paid fee if the Investor redeems Interests from their account before the
end of a billing period. The amount refunded will be determined on a pro-rata basis calculated based on the number
of months remaining in the quarter.

Generally speaking, fees paid to EVR are not negotiable. However, EVR has the right to reduce, waive, assign, grant
participation in or otherwise share the management fee with respect to any Investor without the consent of or
notice to any other Investor.

Performance-Based Compensation

An affiliate of EVR may be paid performance-based compensation, which is compensation that is based on a share
of the realized and/or unrealized net profits and/or capital appreciation of the assets of a Fund.

The performance-based compensation for the Funds is between 15% and 20% of each Investor’s net profits.

For purposes of calculating eligible net profits, Investors who hold Founder’s Class Interests shall include a 4% non-
cumulative, non-compounding annual return hurdle (the “Hard Hurdle”) based on the value of the Investor’s
account balance as of the first day of a fiscal year, as adjusted for additional subscriptions and withdrawals.

Performance-based compensation is subject to loss carryforward provisions, which reduce such percentage to 0%
until certain loss recovery thresholds are met.

Investors who subscribed for Founder’s Class Interests are entitled to receive a portion of the performance-based
compensation earned on Fund assets up to $300 million which will generally be treated as a reduction to the
performance-based compensation charged to their account. The Governing Documents provide the definitive terms
of such compensation.

Generally speaking, performance-based compensation is not negotiable. However, EVR and/or our affiliates has the
right to reduce, waive, assign, grant participation in or otherwise share the performance-based compensation with
respect to any Investor without the consent or notice to any other Investor.

Other Types of Fees or Expenses

EVR is authorized to incur and pay in the name and on behalf of the Funds all expenses which we deem necessary
or advisable. We are entitled under the Governing Documents to be reimbursed for some or all expenses that we or
our related persons incur on behalf of the Funds.

EVR Research, LP                                                                        Form ADV Part 2A Brochure

The Funds incur expenses in connection with, among other things, brokerage services discussed in Item 12 –
Brokerage Practices; fund administration, legal, accounting, auditing and other professional expenses; organizational
expenses; research expenses; custodial fees; regulatory filing fees; insurance expenses; and other reasonable
expenses related to the purchase, sale, or transmittal of the Funds’ assets.

In some instances, expenses are shared between us and the Funds (e.g., D&O insurance). The allocation of shared
expenses between us and the Funds creates a conflict of interest. As such, we have adopted an expense allocation
policy that is designed to address this conflict. The theme of our policy is to create an equitable and fair distribution
of shared expenses that are in-line with industry norms.

To the extent expenses relate to a specific Fund, the expense is borne entirely by the specific Fund. In the case of
expenses which relate to more than one Fund, each Fund bears a percentage of the expense that is fair and
equitable, typically a pro-rata allocation calculated using each Fund’s net assets at the time the expense is incurred.

Organization Expenses

The Feeder Funds will bear all of their organization expenses and offering expenses and will each bear a pro-rata
share of the organization and offering expenses of the Master Fund (as calculated on a monthly basis by each Fund’s
ownership percentage of the Master Fund), and will reimburse the General Partner and/or EVR, as applicable, to the
extent that either of them bears organization or offering expenses on behalf of the Funds.

Operating Expenses

The Feeder Funds bear all of their expenses relating to their ongoing structure and operation, including, without
limitation, all costs and expenses relating to the Feeder Funds’ (and the Feeder Funds’ pro-rata share of the Master
Fund’s) activities and operations, including, without limitation, all fees, costs and expenses associated (directly or
indirectly) with the negotiation, financing, sourcing, acquiring, holding, monitoring, hedging, settling and disposing
of investments or proposed investments; other transaction costs, including without limitation, transaction fees,
custodial fees, brokerage fees, commissions, consulting advisory, due diligence, investment banking, legal, financial,
auditing, accounting, research, third-party consulting and other professional fees and expenses related to
investments and proposed investments; all investment-related travel expenses and travel expense related to the
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Item 7 – Types of Clients

As noted in Item 4 – Advisory Business, EVR provides investment advisory services to the Funds, which are generally
open to, among others, institutions, pension plans, endowments, high net-worth individuals, and other sophisticated
investors.

EVR Research, LP                                                                       Form ADV Part 2A Brochure

The minimum initial subscription for Interests in a Fund is $500,000. However, the Fund General Partner and/or
Adviser, may accept subscriptions in lesser amounts and may increase or decrease such minimum subscription
amounts without prior notice to or consent from any Investor.

Details concerning applicable investor suitability criteria are set forth in each Fund’s respective Governing
Documents.

Item 8 – Method of Analysis, Investment Strategies and Risk of Loss

Investment Objective

EVR’s investment objective is to earn superior, long-term absolute returns by investing primarily in U.S. equities
using both long and short positions. To achieve this, EVR invests in a concentrated portfolio of U.S. public equities
for which market expectations (as communicated by a company’s valuation) have become disconnected from reality
(based on EVR’s research), and for which EVR believes there exists a “moment of truth” on the horizon to help close
the gap between expectations and reality.

Investment Strategy

Our investment strategy searches for investments across various sectors of the economy, while seeking to avoid
exposure to unjustifiable or difficult-to-quantify risks, which can sometimes include movements in commodity
prices, interest rates, and currency exchange rates. EVR seeks investments in companies whose valuations:

    -    Suggest a growth rate in profitability that is vastly different from the realistic growth rate implied by EVR’s
         research;
    -    Do not reflect balance sheet optimization efforts that EVR believes will likely improve returns on capital and
         drive higher levels of per share profitability; or
    -    Do not reflect balance sheet deterioration that EVR believes will likely prevent expected levels of
         profitability from being achieved.

EVR believes that the proper execution of its research process is its best risk management tool. This process involves
initial and ongoing analysis through which EVR’s team consistently challenges the investment thesis with respect to
each security. EVR’s research process primarily entails: 1) an application of the Business Evaluation Framework
(“BEF”); 2) utilization of the Safety-Minded Valuation Framework (“SMVF”); and 3) researching Key Investment
Factors (“KIFs”).

Business Evaluation Framework

Addressing this framework involves a review of a company’s recent annual SEC filings, press releases, and conference
call transcripts and may also include either a phone conversation and/or an in-person meeting with company
management. This research ultimately provides a picture of a company’s products & services, revenue drivers, value
proposition, history, industry map, competitive landscape, competitive advantages and management incentives.

Safety-Minded Valuation Framework

This framework incorporates a company’s return on invested capital (ROIC), its base of invested capital and its
Earnings Power. A proprietary database serves as the foundation of EVR’s Safety-Minded Valuation Framework. This
analysis enables EVR to establish price targets for its investments that align with EVR’s view of the sustainability of
a company’s ROIC and profit growth profiles. This framework also helps determine whether a company’s assets are
appropriately understood or perhaps represent “hidden” value.

Addressing this framework involves an exercise in financial statement analysis, and provides insights into earnings
quality, returns on invested capital, capital allocation decisions, and balance sheet evolution and health.

EVR Research, LP                                                                         Form ADV Part 2A Brochure

Researching Key Investment Factors

Evaluating companies using the aforementioned frameworks informs EVR of a potential investment’s Key
Investment Factors. In our view, these Factors are the variables upon which unexpected performance is dependent.
Gaining a superior analytical and/or informational understanding of the Key Investment Factors for a potential
investment serves as the basis for achieving high investment conviction and creating a concentrated portfolio.

Undertaking intensive, creative and unconventional approaches to gain such an understanding can involve two types
of exploratory analysis:

         (1) – Data Analysis – develop, if possible, a unique view of relevant data (market size, pricing spectrums,
         industry data and financial disclosures)

         (2) – Speaking with Experience – develop supporting and/or non-supporting evidence related to the Key
         Investment Factors by speaking with present and past industry participants (suppliers, customers,
         competitors, past/present company employees)

Material Risks Relating to the Investment Strategy

General Investment and Trading Risks

Investing in securities involves risk of loss that Investors should be prepared to bear, and an investment with EVR
involves substantial risks that should be considered carefully. Certain risk factors that may be considered applicable
to an investment with us are outlined below. Additional risk factors are outlined in the Governing Documents. It
should be noted, however, that there may be other risk factors applicable to such an investment that are not
identified but that might still result in material losses to Investors. Although EVR attempts to manage these risks
through careful research and ongoing monitoring of investments, there can be no assurance that the securities and
other investments purchased will increase in value or that Funds will not incur significant losses. Prospective
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