Galloway Capital Management Ltd

Item 5. FEES AND COMPENSATION

Compensation; Negotiability

        Each client may be charged by the Investment Manager a management fee (the
“Management Fee”). The Management Fee will be charged, either in arrears or in advance, and paid
as of such dates, whether monthly, quarterly, etc., as described in the client’s IMA. The Management
Fee will generally range from 0.5% to 4.0% on an annual basis as described in the client’s IMA,
depending to a great extent on the size of the assets deposited by the client in the SMA.

       The Management Fee is negotiable. The fees described above may be paid directly to the
Investment Manager or one of its related persons, as specified in the client’s IMA.

Deduction of the Management Fee

       Management Fees are deducted directly from each SMA by the administrator or other
custodian at the regular intervals described in a client’s IMA or may be invoiced on the regular
schedule outlined in the IMA.

Other Fees and Expenses

        Each SMA is responsible for its own expenses and fees, including: legal, compliance,
administrator, audit, and accounting expenses (including third party accounting services); investment
expenses such as commissions, research fees, and expenses; interest on margin accounts and other
indebtedness; borrowing charges on securities sold short; custodial fees; bank service fees, and; any
other expenses related to the purchase, sale, or transmittal of SMA assets.

     Additionally, clients have agreed to limit the liability of the Investment Manager and its
members, officers, employees, and affiliates as described in the client’s IMA.

          Further information about the brokerage relationships of SMAs may be found in Item 12,
herein.

Item 7. TYPES OF CLIENTS

         The Investment Manager will open SMAs for clients who meet certain minimum net worth
criteria gathered by the Investment Manager. An investment in an SMA is suitable only for
sophisticated investors that are aware of, and can afford, the risks involved in the SMA and have the

ability and willingness to accept (i) the illiquid nature of an investment in an SMA and (ii) the risk of
loss of all or a substantial portion of their interest in an SMA. The Investment Manager may, in its
sole discretion, reject a prospective client for any reason.

        The Investment Manager’s SMA clients may include individuals, trusts, estates, charitable
organizations, corporations or other business entities, investment companies, and certain other
investors.

        The Investment Manager may accept investments from individual retirement accounts,
Keogh plans, and other entities that are subject to the prohibited transaction provisions of Section
4975 of the Internal Revenue Code of 1986, as amended, on a case-by-case basis. Additionally, the
Investment Manager may accept investments from retirement plans or entities whose assets are
subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
on a case-by-case basis.

      There is no absolute minimum initial investment the Investment Manager will accept to open
an SMA.