Odeon Capital Advisors LLC

Item 5 Fees and Compensation
ADVISORY FEES

The following information describes how OCA is compensated for the advisory services we
provide to our clients. The specific manner in which fees are charged and the compensation we
receive may differ between clients depending upon the individual Investment Management
Agreement with each client and the type of client, non-qualified clients versus qualified clients.
OCA reserves the right to negotiate our compensation with clients depending on the scope of our
advisory relationship, and we may charge higher or lower fees than are available from other firms
for comparable services. OCA has the general discretion to waive all or a portion of our fees, but
typically only exercises this discretion for our employees.

Investment Management Fees

Clients are either a “qualified client” or a “non-qualified client” depending on whether such client
meets the definition of “qualified client” under the Investment Advisers Act of 1940. Generally
speaking, a qualified client is a client that (i) has at least $1.1 million in assets under management
with the adviser immediately after entering into the advisory contract; or (ii) who has a net worth
(together, in the case of a client that is a natural person, with assets held jointly with a spouse) that
the investment adviser reasonably believes to be in excess of $2.2 million immediately prior to
entering into the advisory contract. Other criteria exists under which a client is considered a
“qualified client” and any questions about a particular client’s designation need to be addressed to
your OCA adviser.

A. Non-Qualified Clients. Pursuant to the terms of the Investment Management Agreement with
   the client, OCA charges an annualized fee based on the client’s assets under management
   (“AUM”), taken monthly in arrears and subject to the following schedule. These fees are
   negotiable.

    AUM                                                  Fee
    $1,000,000 - $2,000,000                            1.25%
    $2,000,001 - $5,000,000                            1.00%
    $5,000,001 - $20,000,000                           0.85%
    Above $20,000,000                                  0.50%

B. Qualified Clients. In consideration for providing investment management services, OCA
   receives compensation from our qualified clients based on (i) a specified percentage of the
   assets we manage and/or, (ii) performance achieved for the client’s account, as described
   below.

    Only Management Fee (s). For qualified clients who do not wish to be charged a performance
    fee, pursuant to the terms of the Investment Management Agreement with the client, OCA

   charges an annualized fee based on the client’s AUM, taken monthly in arrears and subject to
   the following schedule. These fees are subject to specific negotiations with each particular
   client.

   AUM                                                 Fee
   $1,000,000 - $2,000,000                          1.25%
   $2,000,001 - $5,000,000                          1.00%
   $5,000,001 - $20,000,000                         0.85%
   Above $20,000,000                                0.50%

Performance Fee(s). For qualified clients who agree to be charged a performance fee, if agreed
upon in writing and pursuant to the terms of the Investment Management Agreement with the
client, OCA charges an annualized fee in the range of 0% to 1% based on the client’s AUM, taken
monthly in arrears and an additional performance-based profit allocation. Performance-based fees
generally are equal to 10% to 20% of the accounts’ net realized and unrealized profits (mark-to-
market P&L), subject to a Hurdle/Performance Fee Threshold provision. That is, a client account’s
net P&L must exceed the Hurdle/Performance Fee Threshold for the performance fee to be
assessed on the excess return to the client. The Hurdle/Performance Fee Threshold is the agreed
upon blended benchmark for the client account. In addition, the performance fee is subject to High
Water Marking and will only be charged if the performance over the prior calendar year and the
prior five years is positive and has outperformed the agreed upon blended benchmark. The
performance fee is calculated annually based upon the anniversary date of the opening of the
client’s account. These fees are subject to specific negotiations with each particular client.

Clients may choose to authorize the deduction of the investment management fees from their
managed accounts by the qualified custodian (e.g., Interactive Brokers or such other qualified
custodian as selected by the client – see Item 15 below for a description of OCA’s custodial
relationships) and choose the method by which our fees will be calculated. Clients may elect to
have our asset management fees calculated by our Firm or the qualified custodian and deducted
from their accounts, but performance-based fees will be calculated by our Firm. OCA does not
withdraw fees directly from client’s accounts. The client can make this election when applying for
their account at the qualified custodian(s). at any time or cancel the existing arrangement.

Additional Fees and Expenses. Clients will incur transaction charges and/or brokerage fees when
purchasing or selling securities. These charges and fees are typically imposed by the broker-dealer
or qualified custodian through which account transactions are executed. For more information on
our brokerage practices, please refer to Item 12 (Brokerage Practices) of this Brochure.

Fees charged by the external investment managers (Mutual Funds, Exchange-Traded Funds,
Private Funds) selected by OCA are separate from and in addition to OCA’s asset-based fees
described above. These fees are set out in each investment manager’s investment advisory
agreement or, in the case of mutual funds or private funds in the prospectus or offering
memorandum. OCA is responsible for monitoring each relationship and reviewing the fees
charged.
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TYPES OF CLIENTS

OCA offers investment advisory services to clients including individuals, high net worth
individuals, trusts, family offices, institutions and other investment advisors. Client relationships
may vary in scope and length of service.

Certain investments we recommend such as private funds are available to accredited investors
only. Under Rule 506 of Regulation D of the Securities Act, an accredited investor, in the context
of a natural person, includes anyone who earned income that exceeded $200,000 in each of the
prior two years or has a net worth over $1 million excluding the value of the person’s primary
residence.

The Fund is limited to investors who are (a) “accredited investors” as defined in Rule 501 of
Regulation D promulgated under the Securities Act, (b) “qualified clients” as defined under Rule
205-3 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), or (c) unless
waived by the General Partner, in its discretion, “qualified purchasers” as defined in Section
3(c)(7)(A) of the Investment Company Act. The Fund’s minimum investment, subject to waiver
by the General Partner, is $1,000,000.

ACCOUNT REQUIREMENTS

OCA generally requires a minimum account balance of $1,000,000 for our investment
management services. However, OCA in its sole discretion can waive or lower our minimum
account balance requirement based on various criteria (i.e., anticipated future additional assets to
be managed, related accounts, account composition, negotiations with the client, etc.).

For performance-based fee arrangements, clients must meet the definition of a “qualified client”
under Rule 205-3 under the Advisers Act, as described above in Items 5 and 6.