MQS Management LLC

Item 5: Fees and Compensation

Item 5.A.

MQS typically receives a quarterly management fee calculated at the annual rate of 2% per annum of each
limited partner’s capital account in MQS Onshore, which is paid quarterly in advance based on the value
of each limited partner’s capital account as of the first day of each calendar quarter. Subject to a loss
carryforward provision, if for any fiscal year an investor has a net profit, an amount equal to (i) 20% of
such net profit (including realized and unrealized gains) attributable to Series A interests, and (ii) 15% of
such net profit (including realized and unrealized gains) attributable to Series B interests will be deducted
from the investor’s capital account as of the end of such fiscal year and allocated to the capital account of
the General Partner.

MQS receives a quarterly management fee calculated at the annual rate of 2% per annum of the net assets
of MQS Offshore, which is paid quarterly in advance based on the net assets of MQS Offshore as of the
first business day of each calendar quarter. Subject to a loss carryforward provision, the General Partner
is allocated at the Master Fund level an annual incentive allocation equal to (i) 20% of the net profits
(including unrealized gains), if any, attributable to each sub-class one share of MQS Offshore, and (ii) 15%
of the net profits (including unrealized gains), if any, attributable to each sub-class two share of MQS
Offshore.

MQS may, in its sole discretion, waive or modify the management fee and/or performance allocation for
certain Clients or investors in the Funds.

Item 5.B.

MQS automatically deducts management fees from the accounts of pooled investment vehicle clients
pursuant to authorization provided in the investment management agreement with each Fund.

Item 5.C.

Funds

MQS is responsible for, and will pay or cause to be paid, its overhead expenses including: office rent;
furniture and fixtures; stationery; secretarial/internal administrative services; organizational expenses;
salaries; employee insurance; and payroll taxes.

All other expenses may be paid by the Funds and include: the Management Fee; Fund legal, compliance,
audit, and accounting fees and expenses (including third-party accounting services) and third-party
administrator fees and expenses; investment expenses such as commissions, research fees, and expenses;
management and incentive fees and allocations paid to third party managers; interest on margin accounts
and other indebtedness; borrowing charges on securities sold short; custodial fees; Fund-related

insurance costs; the Fund’s pro rata share of the expenses of the Master Fund; and any other expenses
related to the purchase, sale, preservation or transmittal of Fund assets.

From the date the Funds commenced operations, the Investment Manager has paid the expenses of the
Funds. It is the intention of the Investment Manager to continue to pay the expenses of the Funds;
however, the Investment Manager will re-evaluate this decision on an annual basis and may, in its sole
discretion, elect to have a Fund pay certain or all of that Fund’s expenses.

Item 5.D.

The Feeder Funds pay MQS a quarterly or monthly management fee in advance, as discussed in Item 5.A.
above. Investors in either Feeder Fund may withdraw all or any portion of their capital account on a
monthly basis upon at least 30 days’ prior written notice to the General Partner.

Investors in either Feeder Fund may obtain a refund of a pre-paid fee if the withdrawal is made from the
account before the end of a quarter or month, as applicable, for which a fee has been paid to the Firm. If
a refund is required, MQS will pro-rate the management fee for the quarter or month, as applicable, up
to the date of the withdrawal and will refund the remainder.

Item 5.E.

Not Applicable. MQS or its supervised persons are not compensated for the sale of securities, other
investment products, or mutual funds.

Item 7: Types of Clients

As discussed in Item 4.B. above, MQS provides discretionary investment management and advisory
services to privately offered pooled investment vehicles organized in master-feeder structures, which are
intended for investment by certain investors that are “qualified purchasers” under Section 2(a)(51)(A) of
the Company Act. The respective minimum initial and subsequent subscription amounts required by the
investors in either of the Feeder Funds are detailed within each offering memorandum of the relevant
Feeder Fund.