Nebula Capital Management LP

Item 5.     FEES AND COMPENSATION

Compensation; Negotiability

        Each client may be charged by the Investment Manager a management fee (the
“Management Fee”). The Management Fee will be charged, either in arrears or in advance, and
paid as of such dates, whether monthly, quarterly, etc., as described in the client’s IMA. The
Management Fee will generally range from 0.5% to 4.0% on an annual basis as described in the
client’s IMA, depending primarily on the size of the assets deposited by the client in the SMA.

        Additionally, each qualified client may be charged a performance-based fee (the “Incentive
Allocation”) as of the final day of each period, as specified in the client’s IMA, equal to such
percent increase in the net asset value of such client’s SMA (net of such SMA’s expenses and
including realized and unrealized gains and losses) as described in the client’s IMA. Generally,
the Incentive Allocation will range from 0% to 20% of the percentage increase in the net asset
value of an SMA. Additionally, the Incentive Allocation may be subject to a “high water mark”
such that a SMA’s returns must meet or exceed such SMA’s loss carryforward amount prior to an
Incentive Allocation being made. The loss carryforward amount for each SMA, if applicable, shall
be the sum of all prior net losses allocated to such SMA that have not been subsequently offset by
net profits; provided, however, that the loss carryforward amount shall be reduced proportionately
to reflect any withdrawals made from such SMA.

       As the Investment Manager accepts performance-based fees from its clients, the
Investment Manager may have an incentive to favor accounts paying a performance fee, or higher
performance fee, over those accounts where no performance fee, or lower performance fee, is
charged.

        The Management Fee and Incentive Allocation are negotiable. The fees described above
may be paid directly to the Investment Manager or one of its related persons, as specified in the
client’s IMA.

Deduction of the Management Fee

        Management Fees are deducted directly from each SMA by the administrator or the SMA’s
qualified custodian at the regular intervals described in a client’s IMA or may be invoiced on the
regular schedule outlined in the IMA.

Other Fees and Expenses

        Each SMA is responsible for its own expenses and fees, including: legal, compliance,
administrator, audit, and accounting expenses (including third party accounting services); investment
expenses such as commissions, research fees, and expenses; interest on margin accounts and other
indebtedness; borrowing charges on securities sold short; custodial fees; bank service fees, and; any
other expenses related to the purchase, sale, or transmittal of SMA assets.

     Additionally, clients have agreed to limit the liability of the Investment Manager and its
members, officers, employees, and affiliates as described in the client’s IMA.

         Further information about the brokerage relationships of SMAs may be found in Item 12,
below.

Item 7.     TYPES OF CLIENTS

        The Investment Manager will open SMAs for clients who meet certain minimum net worth
criteria gathered by the Investment Manager. An investment in an SMA is suitable only for
sophisticated investors that are aware of, and can afford, the risks involved in the SMA and have
the ability and willingness to accept (i) the illiquid nature of an investment in an SMA and (ii) the
risk of loss of all or a substantial portion of their interest in an SMA. The Investment Manager
may, in its sole discretion, reject a prospective client for any reason.

       The Investment Manager’s SMA clients may include individuals, trusts, estates, charitable
organizations, corporations or other business entities, insurance companies, investment
companies, and certain other investors.

        The Investment Manager may accept investments from individual retirement accounts,
Keogh plans, and other entities that are subject to the prohibited transaction provisions of Section
4975 of the Internal Revenue Code of 1986, as amended, on a case-by-case basis. Additionally,
the Investment Manager may accept investments from retirement plans or entities whose assets are
subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (ERISA),
on a case-by-case basis.

       There is no absolute minimum initial investment the Investment Manager will accept to
open an SMA.