JDC-JSC LP

Item 5. Fees and Compensation

JDC typically receives a management fee and an incentive allocation in connection with its advisory
services. Fees are deducted from assets. Investors in a Fund also bear certain expenses.

Management Fees

The Funds management fee will be equal to 1.75% per annum, payable quarterly in advance. The
management fee is prorated with respect to any interests that do not participate in the Funds for the
entire quarter.

The management fee payable by certain investors (e.g., employees, affiliates, their family members, any
investor) are negotiable and could be reduced, waived, rebated or shared.

Incentive Allocation

The Funds incentive allocation will be equal to 20% of the increase (including realized and unrealized gains
and losses) in the net asset value above the high-water mark calculated on an annual basis, absent any
redemptions during the year. The incentive allocation is also discussed in Item 6 Performance-Based Fees
and Side-by-Side Management.

The incentive allocation payable by certain investors (e.g., employees, affiliates, their family members,
any investor) are negotiable and could be reduced, waived, rebated or shared.

Other Information

JDC will pay all normal operating expenses (e.g., salaries, benefits and rent) incurred by it incidental to the
provision of the day-to-day investment management and administrative services to the Funds (except the
fees and expenses of the Funds described in the following paragraph, and liability insurance, a portion of
which can be borne by the Funds).
The Funds will bear all other expenses relating to the business and affairs of the Funds including, without
limitation: (i) professional fees (e.g., economic and other consultants) incurred in connection with
investments (e.g., negotiation and due diligence costs and legal expenses incurred in connection with
workouts involving underlying portfolio companies); (ii) expenses of purchasing, carrying and disposing of
portfolio positions such as commissions, borrowing charges on securities sold short, interest on margin
accounts and other indebtedness; (iii) prime brokerage fees; (iv) custodial fees; (v) litigation,
indemnification and other extraordinary expenses, if any; (vi) legal, related governmental and regulatory
fees (e.g., Forms 13D, 13F, 13G, 13H and other filings and reports), the preparation and submission of
which currently or in the future could be required under applicable law; (vii) audit, tax, accounting, and
administration expenses (e.g., middle/back office and/or independent shadow accounting services); (viii)
compliance expenses incurred by or in service to the Fund ; (ix) market data, modeling, valuation services,
order management systems, portfolio management systems, risk management systems and/or
independent risk advisory services; (x) research and legal expenses; (xi) administration fees; (xii) the
management fee; (xiii) clearing costs; (xiv) exchange fees; (xv) insurance costs (e.g., errors and omissions
insurance (subject to applicable law)); (xvi) brokerage fees and bank charges; (xvii) directors’ fees and
expenses; (xviii) data feeds (including Bloomberg terminals); and (xix) any other expenses related to the
purchase, sale, or transmittal of Fund assets (e.g., travel directly related to research or structuring of the
Fund’s investments). For more information on brokerage fees and other transaction costs, please see Item

Item 7. Types of Clients

JDC provides investment advice to the Funds. The typical Funds’ investors can include individuals, banks
or thrift institutions, other investment entities, university endowments, sovereign wealth funds, family

offices, pension and profit-sharing plans, trusts, estates or charitable organizations or other corporations
or business entities and can include, directly or indirectly, principals or other employees of JDC and their
families.

Private fund clients will be limited to those that qualify for the exception to the definition of investment
company provided by Section 3(c)(7) of the Investment Company Act of 1940, as amended (“Investment
Company Act”). Separately managed accounts are limited to those clients who are qualified institutional
buyers (each a “QIB”) as defined in Rule 144A under the Securities Act of 1933 (“Securities Act”).

The typical minimum initial subscription for investors is U.S. $1,000,000, however, smaller subscriptions
can be accepted.