Gardner Lewis Asset Management LP

ITEM 5: FEES AND COMPENSATION

Advisory Fees and Compensation

Managed Accounts

Gardner Lewis offers alternative investment strategies as well as traditional investment strategies.
Gardner Lewis may accept individually managed accounts of less than the stated minimums stated in Item
7 and may charge those accounts at a rate that is higher than the rates stated below.

Alternative Investment Strategies

The alternative investment strategies fees are at an annual rate of up to 2% of assets managed, monthly or
quarterly in arrears, as well as up to 20% of profits on an annual basis (subject to certain performance
hurdles including high water marks and, in some cases, the performance of the account exceeding the
performance of a relevant benchmark), which is more fully described in “Item 6 – Performance-Based
Fees and Side-by-Side Management”.

Traditional Investment Strategies

Separate account fees on traditional investment strategies are charged quarterly in arrears based upon the
following standard schedule:

                                                                    Investment Management
                                                                    Fee (As an Annual
                   Assets in the Client Account                     % of Assets)
                   $0 to $50,000,000                                0.85%
                   $50,000,001 to $150,000,000                      0.65%
                   Over $150,000,000                                0.50%

Gardner Lewis generally applies the fee schedule shown above consistently to client accounts rather than
negotiating fees with individual clients. Gardner Lewis may, in its sole discretion, charge a lesser
management fee or waive the account minimum based upon certain criteria (i.e. anticipated future
earnings capacity, anticipated future additional assets, dollar amount of assets to be managed, historical
relationship, related accounts, account composition, or accounts referred by another professional).

Funds

Typically, the basic fee schedule for the Funds is an annual management fee that can range from 1% to 2%
of assets, plus an incentive allocation or performance fee of up to 20% of profits on an annual basis (subject
to certain performance hurdles including high water marks and in some cases the performance of the
account exceeding the performance of a relevant benchmark), which is more fully described in “Item 6 –
Performance-Based Fees and Side-by-Side Management”. Gardner Lewis may, in its sole discretion,
charge or negotiate a lesser management fee and/or performance fee to certain investors in its Funds. The
Mutual Fund pays Gardner Lewis an annual management fee of 1% of assets.

Payment of Fees

Managed Accounts

The client agreement for Managed Accounts specifies how fees are charged by Gardner Lewis. Clients
are generally billed fees on a quarterly basis in arrears. Clients may elect to be billed directly for fees or
authorize Gardner Lewis to send invoices to their custodian for payment from their accounts. Fees are
prorated for each capital contribution and withdrawal made during the applicable calendar quarter (with
the exception of de minimis contributions and withdrawals). Accounts initiated or terminated during a
calendar quarter are charged a prorated fee. Upon termination, any earned, unpaid fees will be due and
payable. Clients are generally permitted to terminate contracts with Gardner Lewis upon written notice to
Gardner Lewis provided at some reasonable time (normally 30 days) prior to the effective date of such
termination. In the event that the client does not provide notice as specified by the agreement, all terms,
including fees due for the period will continue to be in force for the term of the agreement.

Funds

Management fees are paid either monthly or quarterly (as set forth in the Fund’s governing documents) in
arrears and deducted from the Fund’s account. The Mutual Fund management fee is paid monthly in
arrears. Performance fees/incentive allocations are paid annually or upon redemption of capital (whether
a full or partial redemption) by an investor in the Fund, in accordance with the Fund’s governing
documents. Gardner Lewis (or its affiliate) deducts the incentive allocation/performance fee directly from
the Fund’s account.

Other Fees and Expenses

Managed Accounts

Gardner Lewis’ fees charged to client accounts do not include brokerage commissions, transaction fees,
custodial fees, bank fees, taxes, and other related costs and expenses which shall be incurred by the client
whether charged by third parties or reimbursed to Gardner Lewis. Account clients will also incur certain
charges imposed by third party investment advisers (if any) and other third parties who perform services
for the account. Additionally, account clients will bear other expenses associated with trading the account
including research fees and expenses (including Bloomberg and similar financial data services), legal,
compliance (including costs of regulatory reporting but excluding compliance costs related to Gardner
Lewis’ compliance with the Investment Advisers Act of 1940, as amended (the “Advisers Act”)), and
litigation costs, if applicable. To the extent Managed Accounts are invested in mutual funds and/or
exchange traded funds, such funds also charge internal management fees, which are disclosed in the
applicable fund’s prospectus. Such charges, fees, and commissions are exclusive of and in addition to
Gardner Lewis’ management/account fee, however, Gardner Lewis does not receive any portion of these
expenses, commissions, fees, and costs described above.

Funds

With respect to the Funds, in addition to paying investment management fees and, if applicable,
performance-based compensation, investors in the Funds will bear their pro rata share all of the ordinary
and necessary expenses of Fund’s operation and organization. Fund Expenses are more specifically
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ITEM 7: TYPES OF CLIENTS

Gardner Lewis provides portfolio management services to:
       - high net worth individuals
       - private investment funds (e.g., hedge funds)
       - registered investment companies (e.g., mutual funds)
       - corporate pension and profit-sharing plans
       - charitable organizations
       - family offices
       - corporations and other business entities

Gardner Lewis, however, is not precluded from advising types of clients that are not listed above.

Separate account minimums are as follows:
        - Alternative Investments - $25 million
        - Traditional Investments - $10 million

With respect to any client that is a Fund, any initial and additional subscription minimums are disclosed
in the offering memorandum for the Fund. Accounts with assets below the stated minimums may be
commingled through investment in the Mutual Fund or the Funds managed by Gardner Lewis. Gardner
Lewis may accept individually managed accounts of less than stated asset minimums and may charge
those accounts at higher than standard rates as described in Item 5.

ITEM 8: METHOD OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

Method of Analysis

Gardner Lewis seeks to invest in differentiated opportunity sets where fundamental research and risk-
advantaged positioning can drive favorable outcomes. Gardner Lewis invests in merger arbitrage, full
capital structure special situations, and in equities (both long and short). While each of these strategies has
their own unique attributes, all share a common research oriented, bottom-up approach. The cornerstones
of Gardner Lewis’s investment process are fundamental research, an integrated approach, and disciplined
risk management.

Investment ideas are generated in-house by Gardner Lewis’s research analysts. Bottom-up fundamental
research is the basis of Gardner Lewis’s security selection process utilizing direct contact with company

management and industry leaders to gain insight into companies. Gardner Lewis’s investment ideas
develop from these contacts. Gardner Lewis strives to identify businesses whose fundamentals and
earnings growth are not fully reflected in a company’s stock price. Focus is placed on:

        -   current valuation;
        -   financial strength;
        -   strategic positioning;
        -   growth rate;
        -   historic record; and
        -   management expertise.

An analysis of these factors is performed in conjunction with others, including an analysis of product
positioning, industry conditions, and accounting methodology. Sources of information on which
investment decisions are based include, in addition to the utilization of general economic data, trade
publications, statistical services, public filings made by publicly owned corporations, third-party
consultants, interviews with management of companies being considered for potential investment, and
information and projections provided by the research departments of brokerage firms. In addition to the
fundamentals, Gardner Lewis believes that research must be undertaken to comfortably determine the
value at which it is purchasing a security, with a particular emphasis on one or several quantitative
factors, including but not limited to valuation ratios compared to the security’s own history, relative to a
peer group or to a macro context, discounted cash flow models, or “sum of the parts” valuation.

The merger arbitrage strategy differs in that it assesses announced deals and primarily evaluates funding
risk, legal risk, regulatory risk, deal rationale, and each party’s commitment. Gardner Lewis leverages its
network of brokers, and service providers, as well as its own internal research, to identify new investment
opportunities. Through Gardner Lewis’s involvement in the merger arbitrage universe since 2000 and
through the individual experiences of the team, Gardner Lewis has developed an extensive knowledge
base as well as a network of professionals that provide access to attractive opportunities in the merger
arbitrage space. In terms of a competitive advantage, this network and knowledge base provides Gardner
Lewis with numerous opportunities to invest in merger arbitrage opportunities.

Gardner Lewis’s alternative investment strategies rely on internal analysis of specific projects including
private equity investments in emerging organizations, and real estate investment in particular properties or
pools of property.

Investment Strategies

Merger Arbitrage – The merger arbitrage strategy seeks to invest in “announced deals” only; focusing on
short duration M&A deals with limited financing risk and an aversion to excessive regulatory and/or
political risk. Gardner Lewis believes its strict deal criteria leads to a differentiated opportunity set;
typically down the capitalization spectrum. The short side of the book is comprised of deal-related
hedges and strategy exposure will ebb and flow with the opportunity set. Gardner Lewis believes its deal
criteria and disciplined risk controls have allowed it to consistently deliver an uncorrelated, low-volatility
return stream across various market cycles. Gardner Lewis has managed merger arbitrage with the same
team for over 20 years, investing in over 2,300 deals with a >99% deal closure rate.

Event and Special Situations – The event and special situations strategy seeks opportunities across the
capital structure whereby valuation disconnects can be exploited. The preference is for special situations
with convex return profiles (attractive upside with limited & muted downside). The strategy invests both
long and short (including utilizing derivatives) and utilizes risk-advantaged position construction with a
focus on liquidity and down-side risk. Events affecting securities may be either positive or negative

including but not limited to securities involved in or affected by activist investors, definitive merger
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