Night Squared LP

Fees and Compensation
Generally, Night Squared charges investors in the Funds an investment Management Fee
(“Management Fee”) for each month in an amount between 0.183% (1% per on an annual basis)
to 0.14583% (1.75% on an annual basis) of the net assets of the Funds. These fees are paid based
on the governing documents of the relevant Fund. Management Fees payable by a Fund are
generally deducted from cash held by such Fund in accordance with such Fund’s governing

documents. The fee schedules for the Funds are described in detail in each Funds’ governing
documents or investment management agreements.

In addition, Night Squared or affiliated entities may also be paid a Performance‐Based Fee
(“Performance Fee” or “Performance Allocation”), which is compensation that is based on a share
of net capital gains on or capital appreciation of the assets of the Investors. Generally, this
compensation may be paid to Night Squared or affiliated entities and equals between 15% and
25% of net capital gains and is subject to a loss carryforward. The Performance Fee for the Funds
are described in detail in each Funds’ governing documents or investment management
agreements.

The Investment Management Fee will be prorated if a new investor account is established or
terminated during a month, or an investor makes an addition to or a withdrawal from its account
during a month. Night Squared may negotiate fees and waive all or a portion of the fees paid by
investors in the Funds. Night Squared may, in its discretion, enter into different fee arrangements
with different investors in the Funds for the same investment management services, including the
Investment Manager’s Employees and affiliates.

The Funds each bear transaction fees and costs in connection with investing and trading, including
brokerage commissions (including options and futures trades), outsourced trading fees, spreads,
mark-ups on securities, swaps and forwards, short borrowings and dividends, currency and other
hedging costs, interest expenses in respect of margin accounts, repurchase agreements,
derivatives and other financing expenses and other similar costs and expenses.

The Funds may also bear their pro rata share of all of the expenses incurred by the Night Squared
Companies to recruit, retain and compensate portfolio managers and their teams (including
individuals involved in the Night Squared Companies’ research or investment process)
(“Investment Team Members”) (collectively, “PM Compensation”), including performance-based
bonuses on the gross performance of their respective portfolios, net of any expenses allocated to
such portfolio management team in the Night Squared Companies’ sole discretion (“PM Bonuses”),
expenses relating to personnel recruiting and severance arrangements relating to hiring,
onboarding and terminating of investment staff including recruitment fees and retainers paid, fees
and expenses relating to vetting and assessments, travel, lodging and entertainment costs for
prospective investment personnel, fees and expenses relating to participation at industry-related
conferences and events, certain up-front compensation and buy-out payments payable to
investment staff, non-competition covenant costs and related legal expenses associated with such
matters and other discretionary bonuses. The Fund reimburses the Night Squared Companies for
the Fund’s allocable share of PM Compensation, including PM Bonuses which are variable and
are expected to be substantial. PM Compensation includes, among other items, bonuses payable
to the Investment Team Members on an individual performance basis and may be payable to
certain Investment Team Members despite the fact that the Fund as a whole has not experienced
gains during the same period. In particular, PM Bonuses and other PM Compensation paid to a
portfolio manager and its team may be up to 20% of the profits of their respective portfolio as
determined by the Investment Manager in its sole discretion.

The Investment Manager will be responsible for and will pay overhead expenses of an ordinary
and recurring nature (except for such permitted expenses allocated to and borne by the Funds per
their governing documents), such as rent, supplies, secretarial expenses, stationery, charges for
furniture and fixtures, non-research related travel expense, employee insurance, payroll taxes and
compensation of employees (except for any PM Compensation including PM Bonuses). Under
certain arrangements that are governed by investment management agreements, Night Squared

is reimbursed for certain Funds pro-rata share of Night Squared and its affiliates’ overhead
expenses and portfolio manager bonus compensation.

In addition to the Management Fee, the transactional expenses, the PM Compensation and
extraordinary expenses described elsewhere in this Memorandum, the Funds will bear their share
of operational expenses as described in detail in the governing documents or investment
management agreement of the Funds, including, but not limited to: (i) fees payable to the
Administrator, legal, accounting, administrative, auditing, tax preparation and other professional
expenses (including the fees and expenses of the General Partner acting in its capacity as
partnership representative); (ii) the costs and expenses of any errors and omissions insurance,
directors and officers liability insurance, professional liability, crime & fidelity insurance, key person
insurance or cybersecurity insurance obtained on behalf of the Night Squared Funds and the Night
Squared Companies; (iii) any fees or expenses charged by proxy voting, class action recovery and
monitoring, tax reclamation service providers or loan services on behalf of the Night Squared Funds
or their investments; (iv) fees and expenses related to due diligence, research and market analysis,
including research-related travel expenses incurred with respect to potential or existing
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Types of Clients
Night Squared provides investment advisory and sub advisory services to the Funds. Investors in
the Funds will be required to meet certain eligibility and suitability qualifications and make certain
representations prior to investing in a Fund. Subscription minimums are disclosed in the relevant
Fund’s offering documents (although Night Squared maintains the discretion to accept less than
any minimum investment commitment).

Methods of Analysis, Investment Strategies and Risk of Loss
Methods of Analysis and Investment Strategies

Night Squared aims to achieve capital appreciation of the assets of the Funds at superior risk-
adjusted rates of return, primarily through a fundamental equity long-short in a market neutral
and risk managed strategy.

Night Squared primarily will invest in U.S. and international public equities, but it may also invest
in other securities and financial instruments, including foreign currencies, options, swaps or fixed
income and credit products.

The Investment Manager may allocate capital and trading authority to one or more portfolio
managers and their teams (other than the Founders) who will trade such capital primarily through
long/short equity and related investment strategies within specific risk guidelines established and
monitored by Night Squared. Night Squared will have full discretion to allocate capital among its
portfolio managers. The long/short equity and related investing strategies collectively employed by
portfolio managers and their teams will not be limited in any respect, including but not limited to, in
respect of sector, market capitalization, geography or style. Night Squared may utilize leverage at
levels it deems prudent, although gross exposure is expected to typically range between 100% and
500%. The Funds typically invest long and short and will generally maintain a +/- 10% net exposure
(i.e. long gross exposure less short gross exposure), to be calculated in the discretion of the
General Partner; however, there is no limitation on the Funds’ net exposure at any time, and the
Funds’ net exposure may vary, potentially materially, from such range at any time.

The Funds will ordinarily operate within a risk managed framework deemed appropriate by the
Investment Manager. This framework is expected to evolve and may include evaluating, monitoring
or limiting particular risk exposures on an ongoing basis, including, for example, industry exposure,
idiosyncratic risks and factor exposures. There can be no assurance that the Investment Manager’s
risk management techniques and strategies will be successful at all times and in all market
conditions. Operating within this framework does not guarantee that losses will be avoided.

While the vast majority of assets held by the Funds are expected to be liquid, Night Squared may
cause some of the Funds to invest in illiquid investments that are complementary to the Funds’
portfolio if permitted in the governing documents or investment management agreement. Such
illiquid investments are generally not expected to exceed 5% of the aggregate net asset value of
the participating investors measured at the time of the acquisition of such investments (although
such exposure may exceed such amount due to withdrawals or price movements within the
portfolio).

The descriptions contained herein of specific investment strategies and methods that may be
engaged in by the Funds should not be understood as in any way limiting the Funds’ investment
activities. The Funds may engage in investment strategies and methods not described herein that
the Investment Manager considers appropriate; provided, however, that the Investment Manager
will keep the investors informed of any material change in the Funds’ overall strategy or approach
in the periodic reports described herein.

Stock selection should be a large factor influencing the performance of investment
recommendations. Night Squared ’s stock selection process will be based on an in-depth analysis
of an issuer’s strategic position and fundamental outlook. Night Squared will attempt to determine
a security’s intrinsic value and to then compare that to the current market price. Night Squared will
also examine several factors to attempt to determine the likelihood that a security will trade at
intrinsic value within a certain period of time. Long and short positions will be chosen from those
instruments that Night Squared believes are selling at a discount and a premium to intrinsic value,

respectively. Night Squared may also cause Funds to take long or short positions in issuers that it
believes are more accurately valued by the market to hedge other positions as part of its overall
relative value approach.

Night Squared will seek to have a broad and deep understanding of factors such as an issuer’s
business franchise, competitive position, barriers to entry, current and projected profitability, return
on capital, reinvestment opportunities, growth potential, cost structure and financial condition. In
an effort to garner, maintain and increase its knowledge base, Night Squared will maintain
company and industry sub-sector financial models, collect and process data from a variety of
sources (e.g., websites, independent research providers), conduct management interviews, read
company produced literature (e.g., 10-Ks, 10-Qs, Annual Reports, etc.), participate in conference
calls, attend conferences and tradeshows, read trade press and meet with and talk to other
analysts and portfolio managers.

Night Squared will use the above information in an attempt to value securities. Night Squared’s
investment team intends to collaborate on a daily basis on the inputs to those models for investable
securities. They will seek to develop an intrinsic value for each stock in the universe and compare
daily stock prices to estimates of intrinsic value so that Night Squared can determine potential long
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