Jana Partners LLC

FEES AND COMPENSATION

Advisory Services and Fees

JANA, either directly or indirectly through an affiliated entity, receives asset-based management
fees and performance-based compensation (each, a “Fee” and collectively, “Fees”) for the
Investment Advisory Services we provide to our Clients. The fee structure varies between Client
Accounts. Applicable fees for Client Accounts are set forth in detail in the Offering Documents,
as amended from time to time, for each Client Account. A brief summary of such fees is provided
below.

Asset-Based Management Fees

Investors in Client Accounts (“Investors”) typically pay a fee based on a percentage of its assets
that JANA manages.

   •   JSI Benchmark Funds: The standard management fee ranges between an annual rate of
       1% and 1.5% of the net asset value of each Investor’s investment and is paid at the
       beginning of each fiscal quarter; and

   •   JSI Funds: The standard management fee is equal to an annual rate of 1% of an Investor’s
       capital commitment and is paid at the beginning of each fiscal quarter.

Performance-Based Compensation

Investors also are typically subject to the following incentive allocation or carried interest, based
on investment performance:

   •   JSI Benchmark Funds:

           o Series A: The standard incentive allocation is equal to 25% of realized and
             unrealized capital appreciation above the benchmark of the S&P 500 Total Return
             Index, realized at the end of the investment term as specified in the Clients' Offering
             Documents.

           o Series A-1: The standard incentive allocation is equal to 25% of realized and
             unrealized capital appreciation above the benchmark of the S&P 500 Total Return
             Index, realized at the end of each fiscal year.

           o Series B: The standard incentive allocation is equal to 17.5% of an Investor's net
             realized and unrealized capital appreciation for the year above a 4% hurdle rate,
             realized at the end of each fiscal year; and

   •   JSI Funds: The standard carried interest allocation is equal to 15% of net investment
       proceeds above an 8% preferred return allocated at the time investments are realized.

The fee structures of other Clients may vary. In addition, JANA occasionally enters into side
letters arrangements with certain Investors which provide for, different or additional terms than
those described above including, without limitation, the fees charged, minimum subscription
amounts, redemption rights and other rights. The terms of such side letters will be determined by
JANA.

We structure any Fee arrangement in accordance with Section 205(a)(1) of the Advisers Act and
the rules and regulations thereunder, including the exemption set forth in Rule 205-3 permitting
performance fee or allocation arrangements with “qualified clients.”

Additional Expenses

Our Fees are exclusive of other expenses associated with the provision of Investment Advisory
Services that are paid by Clients. Each Client of JANA generally bears all of its own expenses,
including but not limited to expenses related to its operations and the investments of its assets.
Such expenses are listed in our Offering Documents and vary depending on the particular Client.
Please refer to the relevant Offering Document for a more detailed description of such applicable
charges, fees and expenses.

Each Client (or each series of a Client) shall bear those expenses as set forth in the applicable
Offering Documents, as amended from time to time, including but not limited to some or all of the
following expenses: (i) expenses related to the research, due diligence and monitoring of actual
and prospective investments (whether or not consummated) and the consummation of investments,
including commissions, interest on margin accounts and other indebtedness, borrowing charges on
securities sold short, expenses relating to short sales, clearing and settlement charges and interest
expenses; expenses relating to maintaining investments; corporate licensing fees; custodial fees;
bank service fees; research-related fees and expenses; expenses related to valuations; fees and
expenses of third-party risk management products, models and services; and the costs of any
litigation or investigation involving activities of the Client (e.g., expenses related to the use of a
third party class action recovery firm); (ii) operational expenses, including fees and expenses
relating to information technology software or other technology (including costs of software
licensing, implementation, data management and recovery services and custom development)
related to risk-monitoring, cash management, execution of trades, settlement of trades, the broker
vote process, portfolio management systems, and order management systems; (iii) costs and
expenses related to facilitating compliance with the rules and regulations applicable to the Client
(including expenses related to compliance with the rules of any self-regulatory organization or
applicable law in connection with the activities of the Clients, including any governmental,
regulatory, licensing, filing or registration fees or taxes (e.g., fees and expenses incurred in
connection with Section 13 filings, Section 16 filings and other similar regulatory filings)); (iv)
fees and expenses of third-party professionals and service providers, including consultants,
valuation service providers, attorneys and accountants; third-party audit and tax preparation
expenses; expenses relating to the Clients' obligations under tax information exchange regulations;
and fees to the administrator; (v) insurance expenses, including fees or expenses associated with
insuring the Clients' assets; premiums for cybersecurity insurance and liability insurance covering
Client Accounts and JANA, its partners, officers, employees and agents; fidelity bonds or
...

TYPES OF CLIENTS

JANA currently provides Investment Advisory Services to private investment vehicles, as
described in Item 4, “Advisory Business” above. Investors include high net worth and financially
sophisticated individuals, institutional investors, trusts, estates, charitable organizations, banking
or thrift institutions, corporations, private and public pension plans, foundations and endowments,
fund of funds and government plans.

The JSI Benchmark Funds typically require a minimum investment of $10,000,000 for Series A/A-
1 and $5,000,000 for Series B, subject to the discretion of JANA to accept a lower amount. The
JSI Funds may require a greater initial minimum investment. Depending upon which exclusion
from the definition of “Investment Company” under the Investment Company Act that the Client
Account relies, Investors generally must be “Accredited Investors,” and may also need to be
“Qualified Clients” or may need to be both an “Accredited Investor” and a “Qualified Purchaser”
(as those terms are defined under Federal securities laws). Depending on individual circumstances
(including the size, strategy, and level of portfolio servicing), we may impose a different minimum,
in our discretion.

The minimum initial investment of other Client Accounts may vary.