Mandarinfish Management LLC

Fees and Compensation
Mandarinfish Management is typically compensated for its investment services on the basis of
fees calculated in part as a percentage of assets under management and in part based on the
performance of Mandarinfish Holding. In addition, Mandarinfish Management has entered into
an agreement with a single client, the original and largest investor in Mandarinfish Holding,
pursuant to which the advisory fees payable by that client will be reduced in part to the extent of
compensation received by Mandarinfish Management from other investors. This arrangement is
limited to the particular individual client, and in no event will fees received from other investors
be paid over to the individual client.

Mandarinfish Management’s fees that are calculated as a percentage of assets under
management are assessed and payable periodically, in conjunction with the payment of
dividends and other distributions by Mandarinfish Holding or in connection with other liquidity
events for the investors in Mandarinfish Holding. To the extent any fees are paid in advance
and a client cancels their advisory agreement with Mandarinfish Management before the end of
such period, Mandarinfish Management will prorate any fees received through the end of such
period and return any paid but unearned fees to the client.

In addition to the fees due and payable to Mandarinfish Management, each client will pay its
custodial, brokerage, and other administrative fees directly to such service providers.

Performance-Based Fees and Side-by-Side Management

Mandarinfish Management receives performance-based compensation together with other fees
from the management of client accounts. We do not believe that this causes a conflict of
interest, as all of our clients ultimately invest in Mandarinfish Holding. In addition, the

principals of Mandarinfish Management also have personal financial stakes in Mandarinfish
Holding. Because our performance-based compensation is tied to the performance of a single
entity which all of our clients invest in, and our principals have individual financial stakes in the
long-term performance of this entity, we do not feel that our use of performance-based fees
causes a conflict of interest.

Types of Clients

We provide investment management services only to high net-worth individual investors, family
offices, or pooled investment vehicles.

Methods of Analysis, Investment Strategies, and Risk of Loss

Mandarinfish Management’s management team possesses experience in locating and valuing
private companies that may benefit from additional investment capital or the management
experience that we can provide. Broadly speaking, this includes a focus on forecasted financial
performance and analysis of the underlying market and competitive position of the private
companies in which Mandarinfish Holding takes positions.

Mandarinfish Management’s primary activities involve locating attractive investment
opportunities for Mandarinfish Holding and working with the subsidiaries of Mandarinfish
Holding to improve their performance. This focus on locating an investment opportunity and
fostering the performance of the underlying business is designed to provide a return to our
clients who invest in Mandarinfish Holding and its related entities.

Relevant Risk Factors
Mandarinfish Management advises primarily on investments in private placements of securities
in privately held companies. Mandarinfish Management intends to effect these investments
through Mandarinfish Holding, which intends to maintain a controlling interest in its direct and
indirect subsidiaries. Because of this, the investments recommended by Mandarinfish
Management are typically highly illiquid and a client may not be able to quickly sell his
interest in these securities.

Clients may realize returns on their investment through dividends paid by subsidiaries of
Mandarinfish Holding and, subsequently, by Mandarinfish Holding. However, there can be no
guarantee that dividends will be paid, and any subsidiary may have a limited ability to pay
dividends in the future.

Finally, given Mandarinfish Management’s strategy of investing in certain private companies,
and the resulting concentration in particular industries and geographies, our investment
strategies may result in more volatile asset mixes than if such assets were invested in a more
diversified strategy.