Jaffa Capital Management LLC

FEES AND COMPENSATION

A.   Each SMA Client or Investor in the Fund should review the appropriate Governing
Documents for the Client Account in conjunction with this brochure for more complete

information on the applicable management fees. Management fees for SMA Clients typically range
between .25%-2%.

The Investors in the Fund pay Jaffa an annual management fee equal to 2% of the net asset value of
their capital accounts in the Fund, which is payable quarterly in advance.

Current SMA Clients that are also Segregated Portfolios or Series Entities do not pay fees to the
Investment Manager.

B. For Investors in the Fund, Jaffa’s management fee is deducted from each Investor’s capital
account in the Fund. For the Fund, management fees are generally collected quarterly in advance.
Jaffa debits management fees directly from the Fund’s custodial or prime brokerage accounts.

For fee-paying SMA Clients, Jaffa’s management fee are billed quarterly in advance.

The management fees above are generally subject to waiver or reduction by Jaffa in its sole
discretion with certain Clients or Investors. For example, Jaffa officers and employees generally
will not pay management fees though they do pay their pro-rata share of operating costs. The
management fee may vary by Client. The Governing Documents specify the fees applicable to
each Client.

C. Jaffa is responsible for all ordinary administrative and overhead expenses incurred in
connection with maintaining and operating its office, including employee’s salaries, rent, utilities
and equipment expenses, as provided in the Investment Management Agreement or other
Governing Documents with each Client.

The Fund (and thus Investors) is responsible for paying certain fees and expenses including (a) all
expenses, incurred in connection with the offer and sale of interests after the initial closing date,
other than placement agent fees, including, but not limited to, marketing expenses,
documentation of performance and the admission of Investors, (b) all operating expenses of the
Fund such as tax preparation fees (including, without limitation, any such fees related to the
preparation of tax returns and Schedule K-1s), governmental fees and taxes (or any other
governmental charges levied against the Fund), Fund administrators, custodial and brokerage (and
if applicable, prime brokerage) fees and expenses, communications with Investors and ongoing
legal, accounting, auditing, administration, appraisal, bookkeeping, consulting and other
professional fees and expenses, including for litigation, and preparation of the Fund’s financial
statements and reports, (c) all Fund costs, expenses and charges incurred in connection with the
investment and trading activities of the Fund (e.g., brokerage commissions, mark-ups, margin
interest, expenses related to short sales, custodial fees, clearing and settlement charges and other
transaction costs to brokers), (d) professional and other advisory and consulting expenses and
travel expenses incurred in connection with investment due diligence, monitoring or the assertion
of rights or pursuit of remedies (including, without limitation, pursuant to bankruptcy or other
legal proceedings, or participation in informal committees of creditors or other security holders
of an issuer), (e) all fees and other expenses incurred in connection with the investigation,
prosecution or defense of any claims by or against the Fund, (f) interest on, and fees and expenses
arising out of, all borrowings made by the Fund, (g) expenses of any meetings of the Investors,
(h) the costs of any litigation and indemnification relating to the affairs of the
Fund, (i) expenses related to third party research, publications, data and data services, including

real time pricing and market information (such as Bloomberg and Reuters services) and historical
pricing and other data, (j) costs of compliance with applicable laws and regulations of
governmental and self-regulatory bodies, including costs incurred by the General Partner, Jaffa
and their respective affiliates in complying with laws and regulations that apply to any such entities
as a result of their services to the Fund, (k) the Fund’s expenses associated with forming and
maintaining the legal existence of the Fund, including directors’ fees, administrators’ fees,
occupancy costs and other operating costs of entities that maintain their own offices in certain
jurisdictions, (l) all fees and expenses of any kind related to the provision of technology for the
Fund or for Jaffa, including but not limited to computers, storage, networking and other physical
devices, infrastructure and processes to create, process, store, secure and exchange all forms of
electronic data, technology associated with research, and/or product testing and remote access,
and third party technology providers, (m) costs associated with regulatory filings including but
not limited to Form PF, (n) insurance premiums (such as D&O and E&O) of the Fund, the General
Partner (as defined herein) and Jaffa, (o) all expenses incurred and charged to investors at the
underlying vehicle levels (which will likely include all of the expenses set forth in (a)-(n) above as
well as all costs related to the formation and maintenance of a captive insurance or reinsurance
entity, including management fees, insurance audits, ratings acquisition costs, regulatory fees and
expenses and other compliance costs and expenses), and (p) all other reasonable expenses
related to the management and operation of the Fund and/or the purchase, sale or disposition of
the Interests, including, in the case of any expenses directly related to the Fund’s and one or
more of its related funds’ investments, any portion of any such joint expenses that the General
Partner determines are properly and ratably allocable to the Fund.

To the extent that any of the foregoing expenses relate to the operations of one or more other
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TYPES OF CLIENTS

Jaffa currently provides discretionary investment advice to institutional and/or high net worth
individuals and/or series or segregated portfolios of private investment fund SMA Clients and the
Fund.

The Governing Documents provide the eligibility criteria and minimum investment requirements
to be an SMA or an Investor in the Fund.

Each Client, Investor, or SMA Client is at a minimum is (i) an “Accredited Investor”, as defined
in Regulation D under the U.S. Securities Act of 1933 (the “Securities Act”); and (ii) a “Qualified

Purchaser”, as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended
(the “Company Act”).

An Investor in the Fund must invest at least $1,000,000 unless otherwise waived or reduced by
the General Partner.

An SMA Client must allocate at least $5,000,000 in order for Jaffa to consider opening the
Account, unless it otherwise agrees on a case-by-case basis in its sole discretion.

                  METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK
      OF LOSS

A. Investment Strategies.

In advising the Clients, Jaffa seeks consistent, above average returns, while protecting Client assets
from risk of principal loss. Jaffa employs a strategy that is focused on relative value and arbitrage
opportunities in highly rated fixed income instruments, including but not limited to - U.S.
government and mortgage-related opportunities. Jaffa believes that the Firm’s advantages come
from a deep understanding of the inefficiencies, valuations, modeling, and flow dynamics of the
highly rated securities market.

Jaffa believes that active portfolio management, understanding macroeconomic trends and hedging
are keys to attractive risk-adjusted returns. Jaffa continuously monitors the markets for
dislocations resulting from non-economic investor activity resulting in relative value or structure
arbitrage opportunities.

An area of focus for Jaffa is to seek to capitalize on trading opportunities in U.S. Agency bond
market, selecting proper models and understanding market flow dynamics, “Off-the-run”, older
issuances of U.S. Treasury bonds that can increase returns, offering identical risk and maturity,
although can be less expensive than newly, more recently issued U.S. Treasury bonds. Non-agency
securitized products which offer value for longer-term holders with proper models understanding
fundamental and structural value of the bonds.

Overall, Jaffa employs a broad and diversified product mix to take maximum advantage of macro
and micro market dislocations.

Investing in securities involves risk of loss (including a complete loss) that Clients should be
prepared to bear.

B. and C. Significant Investment Strategy Risks.

Investments recommended by Jaffa involve a high degree of risk. The following list of risk factors
does not purport to be a complete disclosure of all risks that may be relevant to a decision to
make an investment that is recommended by Jaffa. Prospective Clients and Investors of the Fund
should carefully consider the following investment risks and considerations in evaluating Jaffa
before deciding to enter into an agreement with Jaffa or investing in the Fund. As a result of these
considerations, as well as other risks inherent in any investment, there can be no assurance that
Jaffa will meet the investment objectives of a Client or otherwise be able to successfully carry out
its investment programs, or that a Client will receive a return of capital. There are likely to be
additional risk factors in addition to the foregoing list which can be reviewed by each Client in

 their applicable Governing Documentation with Jaffa.

 Reliance on Jaffa
 Much of the success of the Clients and the investments made by Jaffa on behalf of the Clients is
 dependent upon the abilities and retention of the Chief Investment Officer and research
 professionals of Jaffa. The Chief Investment Officer of Jaffa has primary responsibility for all
 investment decisions made by Jaffa with respect to the Clients. If the Chief Investment Officer of
 Jaffa ceases to be involved, directly or indirectly, in Jaffa and the management of the Clients or the
 Clients’ portfolios, the Clients would likely be adversely affected.

 While Jaffa and its affiliates devote as much time to the Clients’ affairs as they deem necessary and
 appropriate, they generally will not be precluded under the various Governing Documents from
 engaging in outside activities. Jaffa and its affiliates hold interests in other business ventures and
 activities including, without limitation, other investment entities similar to the Clients and/or
 other investment advisory entities similar to Jaffa.

General Market and Economic Conditions

Changes in general global, regional and U.S. economic and geopolitical conditions and national
and international political circumstances and developments and other circumstances (including
wars, epidemics and pandemics, terrorist acts, security operations, bank failures, disruptions in
the financial services industry and natural disasters), as well as changes in government policy
precipitated by the foregoing, may affect our and the Funds’ activities. For example, the
hostilities and disputes between Russia and Ukraine and Israel and Hamas as well as the recent
bank failures could destabilize the worldwide economy and equity markets in various respects.
Interest rates, general levels of economic activity, the price of securities and participation by
other investors in the financial markets may affect the value and number of investments made
by Clients or considered for prospective investment. Material changes and fluctuations in the
economic environment, particularly of the type experienced since 2008 that caused significant
dislocations, illiquidity and volatility in the wider global economy, and the market changes that
have resulted and may continue to result from the spread of COVID-19 and the recent adverse
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