Overseas Capital Management LLC

Item 5 Fees and Compensation

ADVISORY FEES

In consideration for providing investment management services, OCM charges its clients an
annualized asset-based fee. OCM 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. OCM 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. In consideration for providing investment management services
and pursuant to the terms of the Investment Management Agreement with the client, OCM charges
clients an annualized asset-based fee ranging from 0.95% to 1.45% of each client’s assets under
management, billed and payable monthly in arrears. This fee is deducted from client’s account by
Interactive Brokers, pro rata on the average daily value within the account.

            Tiered Market Values                                    Tiered Fee Rates
                $500,000 or less                                         1.45%
             $500,001 - $1,000,000                                       1.30%
            $1,000,001 - $2,500,000                                      1.15%
            $2,500,001 - $5,000,000                                      1.05%
                Over $5,000,001                                          0.95%

The advisory fee is a tiered fee and is calculated by assessing the percentage rates using the
predefined levels of assets as shown in the above chart and applying the fee to the account value
as of the last day of the previous month. No increase in the annual fee shall be effective without
agreement from the client by signing a new agreement or amendment to their current advisory
agreement. The firm’s fees will never be more than 3% of assets under management per year.

Overseas Capital Management LLC                                                                      6
Form ADV Part 2A

Clients authorize the calculation and deduction of the firm’s advisory fees from their managed
accounts by the qualified custodian, Interactive Brokers, LLC (“Interactive Brokers”), member
FINRA/SIPC/NYSE. (See Item 12 “Brokerage Practices,” for more information.)

We will instruct the qualified custodian to send clients invoices detailing the advisory fees
automatically calculated and deducted from their accounts when those fees are actually charged.
These notices describe the method used to calculate the fee, the amount of the fee and the period
covered by the fee. Please refer to Item 15 (Custody) of this Brochure for more information.

Any advisory fees deducted from the client’s account are reflected on the client’s periodic activity
statements as well as the client’s account management window when they log in to their
account. The periodic activity statement also specifies the calculation method.

OCM is deemed to have limited custody solely because advisory fees are directly deducted from
client’s account by the custodian on behalf of OCM.

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
through which account transactions are executed. For more information on our brokerage
practices, please refer to the “Brokerage Practices” section of this Brochure.

The fees that clients pay to our firm for investment advisory services are separate and distinct from
the fees and expenses charged by mutual funds and/or exchange traded funds (described in each
fund’s prospectus) to their shareholders. The fees charged directly by mutual funds and exchange
traded funds will typically include a management fee and other fund expenses. OCM does not
receive any portion of the fees and expenses charged by mutual funds and/or exchange traded
funds.

To fully understand the total costs associated with their investment portfolio, clients should review
all the fees charged by mutual funds, exchange traded funds, our firm and others.

Termination. The Investment Management Agreement may generally be terminated by either
party upon thirty (30) days’ written notice. Upon termination of our status as the client’s
investment adviser, OCM will not take any further action with respect to the client’s account(s)
unless specifically notified by the client in writing. Clients will be responsible for instructing their
broker-dealer and monitoring their account for the final disposition of assets.

Refunds. Upon receipt of a proper notice of termination from the client, as described in the
Investment Management Agreement, any earned unpaid fees will be billed on a pro-rata basis
based on the amount of work performed by us up to the point of termination.

Brokerage Commissions. OCM does not receive brokerage commissions from the sale of
securities or other investment products. Our compensation for recommending securities and
investment products is limited to the advisory fees described above.

Overseas Capital Management LLC                                                                      7
Form ADV Part 2A

TYPES OF CLIENTS

OCM generally offers investment advisory services to individuals and high net worth individuals.
Client relationships may vary in scope and length of service.

ACCOUNT REQUIREMENTS

OCM generally requires a minimum account balance of $500,000 for our non-discretionary and/or
discretionary investment management services. A lower amount might be accepted if the client
commits to adding money to the account regularly to meet the minimum account value of $500,000
within a reasonable amount of time. OCM may, in its sole discretion, waive, reduce, increase, or
alter these minimum amounts.