Gray Financial Group Inc

Item 5: Fees and Compensation

Consulting Services

Gray & Company offers its Consulting Services on a fee-only basis. The Firm’s fees for consulting
services are charged monthly or quarterly, and are chosen and/or negotiated by the Firm and the
client at the time the agreement is executed. The Firm’s non-discretionary consulting clients may
elect to pay their advisory fee to Gray & Company either in advance or in arrears of the
corresponding monthly or quarterly period. Clients electing to pay their advisory fee in advance
that terminate their agreement prior to the end of the billing period would be entitled to a refund

of their prepaid advisory fee based on the number of days in the period in which Gray & Company
did not provide advisory services. Gray & Company’s fee is calculated based upon the market
value of the assets in the client account on the last day of the previous month or quarter in which
services were provided. Gray & Company has also entered into negotiated, fixed-fee arrangements
with several clients.

Gray & Company’s fee schedule for Consulting Services is typically as follows:

                   Gray & Company General Consulting Services

                    Assets under Management          Advisory Fee1
                    Up to $200,000,000               0.15% (15 basis points)
                    $200,000,001 to $400,000,000 0.10% (10 basis points)
                    $400,000,001 to $700,000,000 0.07% (7 basis points)
                    Over $700,000,00                 0.05% (5 basis points)
                    The minimum annual fee for Gray & Company’s general
                    consulting services is $35,000 per year.

  All fees are negotiable. Such negotiations may be based upon account size, scope and
complexity of services, prior relationships and related account holdings. Fees may be higher
if the portfolio includes alternative asset investments.

Manager of Managers Services

Gray & Company offers its Manager of Managers services on a fee-only basis. Gray & Company’s
fees for Manager of Managers services are charged monthly or quarterly, in arrears, and are chosen
and/or negotiated by the Firm and the client at the time the agreement is executed. Gray &
Company’s fee is calculated based upon the market value of the assets in the client account on the
last day of the previous month or quarter in which services were provided.

Gray & Company’s fee schedule for Manager of Managers services is typically as follows:

                     Gray & Company Manager of Managers Services
                     Assets under Management         Advisory Fee2
                     Up to $50,000,000               1.20% (120 basis points)
                     $50,000,001 to $100,000,000 1.05% (105 basis points)
                     $100,000,001 to $200,000,000 0.90% (90 basis points)
                     $200,000,001 to $400,000,000 0.75% (75 basis points)
                     $400,000,001 to $700,000,000 0.60% (60 basis points)
                     Over $700,000,00                0.45% (45 basis points)

  All fees are negotiable. Such negotiations may be based upon account size, scope and complexity
of services, prior relationships and related account holdings.

Outsourced CIO Program

Gray & Company also offers its Outsourced CIO Program on a fee-only basis. Gray & Company’s
fee for participation in its Outsourced CIO Program is charged monthly or quarterly, in arrears,
and is chosen and/or negotiated by the Firm and the client at the time the agreement is executed.
Gray & Company’s fee is calculated based upon the market value of the assets in the client account
on the last day of the previous month or quarter in which the services were provided.

Gray & Company’s fee schedule for Outsourced CIO Program is typically as follows:

                     Gray & Company Outsourced CIO Program
                     Assets under Management         Advisory Fee3
                     Up to $50,000,000               1.95% (195 basis points)
                     $50,000,001 to $100,000,000 1.85% (185 basis points)
                     Over $100,000,00                1.75% (175 basis points)

  All fees are negotiable. Such negotiations may be based upon account size, scope and complexity
of services, prior relationships and related account holdings.

Direct Investment Managed Account Services

Gray & Company is generally entitled to an asset-based management fee based on the
portfolio value. Depending on the terms of the Firm’s advisory agreement with the client, the
fees for the client are deducted from the assets of the account upon Gray & Company’s
instruction to its custodian. The details of how the fees are calculated and paid for by the
client can be found in the Firm’s advisory agreement with the client.

Each client will generally be responsible for all expenses incurred in connection with the
transactions effected or positions held on behalf of such managed account client pursuant to
its separate investment advisory agreement with Gray & Company. Such expenses include,
without limitation, custodial fees, bank service fees, brokerage commissions, clearing and
settlement fees, interest and withholding or transfer taxes in connection with trading for the
managed account and Gray & Company’s fee described above.

Affiliated Fund Advisory Services

Gray & Company offers its private fund advisory services in exchange for a management fee and
may charge a performance fee, as described in more detail under Item 6 “Performance Based Fees
and Side-By-Side Management” below. Gray & Company’s fee for private fund advisory
services is charged quarterly, in advance. Gray & Company’s fee is calculated during the month
following the end of a month or calendar quarter.

A description of the fees (including management fees and performance-based compensation)
related to an investment in each Affiliated Fund is set forth in each of the Affiliated Funds
...

Item 7: Types of Clients

Gray & Company provides consulting advisory services primarily to pension and profit sharing
plans, state or municipal government entities, endowments, private foundations, corporations,
Taft-Hartley Plans and Trusts. There are no minimum requirements for opening or maintaining a
non-discretionary, consulting account. All potential clients are reviewed on a case-by-case basis.

Manager of Managers, Outsourced CIO Program, and Direct Investment Managed Account clients
may include, but are not limited to, pension plans (corporate, state and foreign), sovereign wealth

funds, endowments, foundations, banks, trusts, estates or charitable organizations, and corporate
or business entities. There is no minimum account maintenance requirement for such accounts
and all potential clients are reviewed on a case-by-case basis.

Gray & Company also provides discretionary management and advisory services to Affiliated
Funds directly, subject to the direction and control of the general partner of the Affiliated Fund,
and not individually to the limited partners of such Affiliated Fund. Investors in the Affiliated
Funds may include, but are not limited to, high net worth individuals, pension plans (corporate,
state and foreign), sovereign wealth funds, endowments, foundations, banks, pooled investment
vehicles (e.g., funds-of-funds), trusts, estates or charitable organizations and corporate or business
entities.

All of Gray & Company’s clients and Affiliated Fund investors that compensate the Firm based
on performance must be “qualified clients” as defined in Rule 205-3 under the Investment Advisers
Act of 1940, as amended, or be grandfathered pursuant to SEC rulemaking.

The minimum investment for a limited partner in each Affiliated Fund is outlined in the Affiliated
Fund’s governing documents; however, Gray & Company maintains discretion to accept less than
the minimum investment threshold. Investors will be required to meet certain suitability
qualifications, such as being an “accredited investor” within the meaning set forth in Rule 501(a)
of Regulation D of the Securities Act and a “qualified purchaser” as defined in Section 2(a)(51)(A)
of the Company Act and meet other criteria established by the general partner of the Affiliated
Fund. Also, investors in the Affiliated Funds will be required to make certain representations
when investing in an Affiliated Fund, including, but not limited to, representations that: (i) they
are acquiring the interest for their own account, (ii) they received or had access to information they
deem relevant to evaluate the merits and risks of the prospective investment and (iii) they have the
ability to bear the economic risk of an investment in the Affiliated Fund. Details concerning
applicable investor suitability criteria are set forth in the respective governing documents and
subscription materials, which are furnished to each investor in an Affiliated Fund.

The Affiliated Funds may enter into separate agreements, commonly referred to as “side letters,”
or other similar agreements with a particular limited partner in connection with its admission to
the Affiliated Fund without the approval of any other limited partner in such Affiliated Fund, which
would have the effect of establishing rights under or supplementing the terms of the applicable
Affiliated Fund’s Partnership Agreement with respect to such limited partner in a manner possibly
more favorable to such limited partner than those applicable to other limited partners. Such rights
or terms in such side letter or other similar agreement may include, without limitation: (i) reporting
obligations, (ii) waiver of certain confidentiality obligations, (iii) “most-favored nation” provisions
or (iv) rights or terms requested or necessary in light of particular investment, legal, regulatory or
public policy characteristics of a limited partner.