MORA Capital Management LLC

ITEM 5 – FEES AND COMPENSATION

Adviser’s Basic Management and Advisory Fees

The specific manner in which fees are charged by the Adviser is established in each
client’s written agreement with the Adviser. Generally, and pursuant to contract, fees for
investment advisory services will be based upon a percentage of the total assets in the
account (including margined and cash assets). All fees are negotiable. The Adviser
typically receives an annual management or advisory fee, ranging from .50% for some
institutional-like clients to 2.00% of the asset value of the account for other clients, subject
to a minimum fee of $500.00 per quarter. The Adviser can also enter into flat fee
arrangements from time to time, including arrangements for administrative services
provided to clients or client accounts.

When using margin as part of the investment, the investment advisory fees are generally
calculated on the net account balance (rather than the total market exposure) in order to
avoid any incentive for the Adviser to use margin to potentially increase the fee paid by
the client; provided, however, that if and when margin takes place at the direction and
express request of the client and not that of the Adviser, the Adviser will be allowed to
calculate the advisory fees on the gross account balance.

By way of example, an account with a constant month-end value of $500,000 throughout
the year and an agreed 1.50% advisory fee rate per annum would result in $7,500 per
year or $1,875 billed quarterly (excluding the effect of the actual number of days in the

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calculation period).

In proposing annual management and advisory fees, the Adviser considers the global
relationship of the client with the Adviser and its affiliates. For example, if a client opens
accounts at Pershing LLC through the Adviser’s affiliated broker-dealer, Mora Capital
Securities, LLC (“Broker-Dealer”), and is expected to engage in a certain volume of
brokerage transactions subject to the Broker-Dealer fees (including commissions, sales
credits and distribution fees), the Adviser can offer its services at a reduced or discounted
rate, pursuant to the Adviser’s internal policies and procedures and in its sole discretion.
Such discounted or reduced management or advisory fees, when available, would offset
the fees or compensation payable to the Broker-Dealer.

    Basic Advisory and Management Fee Schedule (Non-Institutional Clients)
                   Account Value                       Fee Percentage
                   Up to $500,000                            2.00%
               $500,000 to $1,000,000                        1.50%
              $1,000,000 to $5,000,000                       1.00%
              $5,000,000 to $20,000,000                       .75%
             $20,000,000 to $50,000,000                       .60%
                  Over $50,000,000                            .50%

In addition, some portfolios of qualified or non-US investors can also have variable
performance fees of up to 20% (see the Performance-Based Fees section).

Furthermore, the Adviser can agree to enter into compensation arrangements in which
clients are assessed a minimum quarterly fixed fee established under the assumption that
the Adviser will dedicate up to a maximum number of person-hours per quarter to be
agreed upon with the client in writing. In the event that the actual amount of time dedicated
by the Adviser exceeds the maximum number of agreed person-hours during any three-
or twelve-month period, the Adviser will modify the fixed advisory fee (prospectively) upon
consultation and written agreement with the client.

Performance fees will not be assessed in connection with investments made through the
Adviser’s affiliated investment entities if such entities charge their own performance fees.

A client will pay more or less fees than similar clients depending on the particular
circumstances of the client, size, additional or differing levels of servicing or as otherwise
agreed with specific clients. Clients that negotiate fees, including a flat fee, can end up
paying a higher fee as a result of fluctuations in the client’s assets under management
and account performance. In some instances, depending on the fees agreed with specific
clients, the same or similar services to those described herein are available elsewhere to
the client at a lower cost.

Calculation and Deduction of Advisory Fees

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Unless otherwise expressly agreed with the client, investment advisory and management
fees are billed quarterly, in arrears, meaning that the Adviser will charge such fees “After”
the quarterly billing period has “Ended”. Notwithstanding the foregoing, Adviser and client
can also agree to have advisory and management fees billed monthly, in arrears. By
signing the Adviser’s Investment Services Agreement, clients agree to have the Adviser
deduct the advisory fees directly from the clients’ custody account(s) that it manages or
advises, including accounts opened at Pershing LLC through Adviser’s affiliated Broker-
Dealer. Hence, advisory fees will be automatically debited from the client account(s)
according to the quarterly or monthly management fee billing cycle. If the client makes
appropriate arrangements with the custodian, the client can pay for the advisory fees from
an account other than the advised or managed account(s).

Advisory fees are calculated based on the actual number of days in the year. In the case
of quarterly investment advisory and management fees, at the end of every calendar
quarter, the Adviser will calculate advisory fees based on a percentage of the total assets
in the account as follows:

   •   Assets Under Management. The month-end account value(s) for the three
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ITEM 7 – TYPES OF CLIENTS

The Adviser provides portfolio management and advisory services to individuals,
corporations and other entities. The minimum dollar value for establishing an account is
generally $250,000. Initial investments of a lesser amount are accepted on a case-by-
case basis at the Adviser’s discretion.