Main Street Advisors Inc

Fees and Compensation

       Management Fees

        MSA generally charges management fees on a calendar quarter basis, in arrears, at a rate
of 1.0% annually / 0.25% per quarter on the value of assets under management, as that term is
defined in the investment management agreements between MSA and its clients. In addition, MSA
charges performance-based fees (or a “carried interest” or “profits re-allocation”) of up to 10% of
the gains in client portfolios, measured every 12 months. See Performance-Based and Contingent
Participation, Side-By-Side Management section below for further details.

       Other Fees

         Under our investment management agreements, clients agree to reimburse MSA for
incidental portfolio management-related expenses incurred by MSA in our oversight of clients’
portfolios. These may include third-party accounting fees and legal fees and other direct portfolio-
related expenses in connection with new investments. The allocation of these expenses among
clients is generally based on the relative size of assets under management for each participating
client, though if expenses relate to specific clients or discrete investments, those expenses will be
allocated directly to the relevant clients or investments.

        For non-discretionary client relationships, quarterly management fees and related expenses
are billed to clients and paid separately from assets under management (i.e., not deducted from
investment assets). For discretionary client relationships, fees are deducted from client assets.

        MSA receives no compensation from third-party fund managers, finders, placement agent
fees or other parties, nor does it receive commissions from any client investments or activities.

       Fees Upon Termination

         MSA’s engagement may be terminated with thirty (30) days prior notice to the end of the
initial term or any subsequent term. MSA’s engagement may also be terminated at any time for
cause or otherwise by the client at their sole discretion. “Cause” is defined in detail in our
investment advisory agreements with clients, but is generally based on MSA’s fraud, bad faith,
gross negligence, intentional misconduct, willful malfeasance, an un-remedied failure to correct
material miscalculation of fees, or a documented failure by MSA to respond to clients’ inquiries

regarding portfolios. In the event of any termination by the client other than for cause, the client
may retain any of the investments then under MSA’s supervision, provided that for a period of 5
years from the date of termination, the client shall continue to pay MSA management and
performance fees under the terms of the investment management agreement with respect to the
retained investments. After five years, MSA’s right to receive fees on such investments shall
expire. With respect to unmarketable or investments not readily subject to being liquidated, MSA
will continue to earn management fees until the earlier of five years or the disposition of the
investments. With respect to performance fees on these investments, the investment advisory
agreement provides a mechanism for a valuation of the investments and a performance fee as if
the investment were liquidated as of the end of the five-year period.

Performance-Based and Contingent Participation, Side-By-Side Management

        MSA charges performance-based fees of up to 10% of the gains in client portfolios,
measured annually. For investments from which the investor has the right to redeem at its
discretion, which include funds that invest generally in publicly traded or marketable securities
(for purposes of this description of performance fees, “Liquid Investments”), the performance fee
is based on the annual appreciation of these assets. For other investments, from which the investor
does not have the ability to elect to redeem at its discretion, which include private equity funds,
direct private equity and privately held company investments, commercial real estate and other
non-traded asset classes (for purposes of this description of performance fees, “Illiquid
Investments”), the performance fee is only earned and paid upon realized gains during the period
and not on any change in value that is unrealized (regardless of whether the unrealized amount is
a gain or a loss). In each measurement year, increases or decreases in the value of the Liquid
Investments are combined with any realized gains or losses in Illiquid Investments to determine
the performance fee. If a realized loss occurs during a period when the Liquid Investments have
declined in value, and therefore no performance fee is earned, the loss will be carried forward and
applied to future performance fee calculations. Generally, any realized losses from Illiquid
Investments will offset gains on Liquid Investments during any measurement period. (A more
detailed description of this calculation is included in the investment management agreements with
clients.)

         In certain instances, MSA creates a pooled vehicle (either a limited partnership or limited
liability company) through which multiple clients (and in certain instances non-clients) can invest
in a specific investment or strategy (“Private Funds”). The economic returns and fee structure of
such Private Funds are provided for under the terms of such Private Fund’s governing documents,
and the calculation of gains and performance based fees under the client’s investment management
agreement reflect such economics so as to avoid duplicate fees.

       Performance fees are subject to a “high-water mark” test, such that the value of the Liquid
Investments must always exceed the previous value on which a performance fee was owed (that
value being the high-water mark). In certain discretionary accounts where MSA serves as a general

partner or managing member, the performance fee may take the form of a profits re-allocation to
...

Types of Clients

        As of December 31, 2018 MSA’s clients consist exclusively of high net worth individuals
and families, and their related private charitable foundations, trusts, select institutional investors
and other entities. MSA generally requires clients to place at least $10 million under our advisory
relationship.

Methods of Analysis, Investment Strategies and Risk of Loss

        MSA selects its investments based on the asset class (public equities, U.S. vs. non-U.S.,
equity, credit, debt, hedged vs. long-only, private equity), historical returns relative to appropriate
benchmarks (taking into account factors such as exposure levels and volatility) and the
organizational and operational soundness, size, disposition, and style of the underlying managers
of the funds in which we recommend investing. We perform a rigorous quantitative and qualitative
analysis of past performance to understand the factors behind returns. Our portfolios have
exposure to equity and debt markets around the world, and have diversification in terms of
company size, industry segments, and currency exposure. Nevertheless, investing in securities
involves risk of loss that clients should be prepared to bear.

        We seek to compound capital over multi-year periods while lowering volatility and
correlation to general equity market returns. Given this objective, clients should realize that
monthly performance will be variable, and that during any month, quarter or year the value of
portfolios may decline, and may underperform standard equity market benchmarks such as the
S&P 500. We believe that the investment managers we recommend can, in the context of a
portfolio, achieve this objective through security selection and measured use of shorting and
hedging strategies and exposure to markets other than the equity markets, such as asset-backed
bonds, high yield and distressed debt, non-U.S. stocks and idiosyncratic “event based” strategies.

        In addition, through its network of relationships and those of its clients, MSA invests in
non-traded “alternative” investments such as private equity funds, private companies, commercial
real estate and other illiquid investments. MSA believes that its ability to create strategic
partnerships among itself, clients and investment opportunities yields differentiated and profitable
investment opportunities for clients.

        Our client portfolios will have a degree of risk from: (i) exposure to the performance of the
financial markets around the world (ii) absolute and relative interest rates (“credit spreads”), and
(iii) macro-economic factors. In addition, the performance of client portfolios will depend on
intangible factors such as the continued skill and engagement of the fund managers themselves.

On an ongoing basis, we monitor all of these risks and assess all of these risk factors. We also
review the operational soundness of our investment funds by validating the operational integrity
of the funds, as measured by the role of independent pricing agents, custodians, and auditing firms.

        Our client portfolios also have risks associated with the liquidity terms of the funds in
which we invest. The underlying funds provide for the ability to redeem by the investor on a
quarterly, semi-annual and in some cases annual basis, and usually require a notice period of
between 30 and 90 days before the redemption date. For example, if a fund has quarterly liquidity
with 90 days’ notice, a client must notify the fund in writing of his intention to withdraw by March
31 to redeem effective June 30. Otherwise, in this example, the client remains invested in the fund
until September 30. Certain underlying funds may also impose “lock-up” periods prohibiting the
withdrawal of capital within a defined period of time after the initial investment. In addition, a
portion of clients’ portfolios will be invested in illiquid strategies and assets that do not provide
for the right to redeem from or sell, such as private companies and funds that themselves invest in
non-traded securities.