Lucerne Capital Management LP

Item 5 – Fees and Compensation

As the investment adviser or manager to a Client, Lucerne Capital typically charges advisory fees
as described in the relevant Client’s Governing Documents. The fees payable to Lucerne Capital
vary from client to client and can be different from the fees and compensation payable in respect
of any prior or successor client. All investors should review the Governing Documents of the
relevant Client in conjunction with this brochure for complete information on the fees and
compensation payable with respect to that particular Client.

In general, Lucerne Capital and certain of its affiliated entities receive a management fee (the
“Management Fee”) for its portfolio management services and certain Clients also pay
performance-based fees which are calculated and paid in accordance with the relevant Client’s
Governing Documents. Typically, the Management Fee for the Funds range between 0% and
2.0% on an annualized basis. The Management Fee is charged in advance or in arrears on a
prorated basis and is deducted from investor assets in the relevant Fund. All fees are negotiated
and documented within the Governing Documents.

The general partner(s) of Lucerne Capital’s Funds, which are affiliates of Lucerne Capital, receive
performance-based compensation, which is referred to as “Performance Allocations”, or
“Incentive Allocation” and is payable only when and if certain threshold amounts are returned
to investors in accordance with the applicable Fund’s Governing Documents. Additionally, the
Lucerne Capital Special Opportunity Fund, Ltd. receives a Performance Allocation from the Sub-
Advised Account in accordance with the Agreement. Performance Allocations and Incentive
Allocations are described in more detail below, in “Item 6 – Performance-Based Fees and Side-
by-Side Management” of this brochure.

Additionally, the Lucerne Capital Master Fund, L.P. receives a Standard Performance Allocation,
and an additional Enhanced Performance Allocation from the 2nd Sub-Advised Account in
accordance with the Agreement. Performance Allocations and Incentive Allocations are
described in more detail below, in “Item 6 – Performance-Based Fees and Side-by-Side
Management” of this brochure.

                                                                                       Form ADV Part 2A
                                                                                        March 20, 2026

The principals and employees of Lucerne Capital and their related entities do not pay the
Management Fee or Performance-Based Compensation. For a discussion of potential conflicts of
interest, please see “Item 6 – Performance-Based Fees and Side-by-Side Management.”

Lucerne Capital intends to deliver this brochure only to qualified purchasers as defined in Section
2(a)(51)(A) of the Investment Company Act of 1940, as amended, and therefore, is not required
to disclose its Clients’ fee schedules.

All expenses attributable to the organization of the Funds and the sale of interests to the investors
of each Fund (the “Organizational Expenses”) are allocated to each Fund according to the specific
mandate of each expense as it relates to the organization of each Fund in accordance with each
Fund’s Governing Documents. At each Fund’s initial closing date, the Fund typically reimburses
the general partner for organizational expenses incurred by the general partner, or any of its
affiliates (including Lucerne Capital), on behalf of the Funds, up to a specified amount, with the
general partner of such Fund bearing any Organizational Expenses in excess of such amount.

In addition to the Management Fee and Performance Based Compensation payable to the general
partner and other related entities, each Fund bears all other costs and expenses of the Fund,
including, without limitation, legal, auditing, consulting, financing, accounting, custodian fees
and expenses, interest expense, brokerage commissions, investment banking fees and other costs
of executing transactions, expenses relating to short sales, clearing and settlement charges; its
allocable share of directors’ and officers’ insurance covering Lucerne Capital and the Funds’
partners, officers and managers; other expenses associated with the acquisition, holding and
disposition of its investments, including extraordinary expenses (such as litigation, if any) and
any taxes, fees or other governmental charges levied against the Fund. Expenses and liabilities
incurred in connection with an investment opportunity or potential investment opportunity,
including without limitation due diligence, investment research and indemnity expenses, are
allocated among the Funds pro rata according to the amount invested by each Fund in such
investment opportunity or, in the case of an unconsummated portfolio security, pro rata
according to the amount to be invested by each Fund in such opportunity. Lucerne Capital is
responsible for certain of its overhead expenses, including salaries and employee benefits, rent,
utilities and general office expenses.

The Funds incur other fees and expenses charged by brokers and other third parties, such as
investment banking fees, commissions, wire transfer fees, electronic fund fees, fund
administration service provider fees, other fees and taxes on brokerage accounts and securities
transactions, withholding taxes, and costs otherwise authorized by the relevant Fund’s
Governing Documents or approved by a majority in interest of investors. See “Item 12 –
Brokerage Practices” below for further discussion of the factors that Lucerne Capital considers in
selecting or recommending broker-dealers for Fund transactions and determining the
reasonableness of their compensation.

                                                                                    Form ADV Part 2A
                                                                                     March 20, 2026
...

Item 7 – Types of Clients

Lucerne Capital and its related entities provide investment advice to the Funds and the Sub-
Advised Accounts in accordance with the investment objectives, investment guidelines and
restrictions set forth in the relevant Fund’s respective Governing Documents, and the Agreement.
In general, Lucerne Capital requires that each investor in a Fund be an “accredited investor” as
defined in Regulation D under the Securities Act of 1933 (the “Securities Act”) and, in most cases,
a “qualified purchaser” or “knowledgeable employee”, as defined by the Investment Company
Act and the rules thereunder.

Prospective investors in the Funds, described in more detail under “Item 4 – Advisory Business”,
should refer to the applicable Client’s Governing Documents for information on minimum
investment requirements. Information on minimum investment requirements for the Funds is
described, as appropriate, in the Form ADV, Part 1A.

                                                                                    Form ADV Part 2A
                                                                                     March 20, 2026