Pan Capital Management LP

FEES AND COMPENSATION

Advisory Fees and Compensation

        In advising the Funds, Pan Capital receives compensation consisting of (1) an asset-based
fee (the “Management Fee”); and (2) a performance-based allocation (the “Incentive Allocation”),
which is calculated annually subject to a high-water mark, as set forth in the relevant offering
documents. All fees for the Funds are disclosed in the relevant Fund’s offering documents, which
are provided to prospective Investors. A summary of such fees is set forth below.

        The standard fee schedule for the Funds ranges from approximately 0-2% annually for the
Management Fee and approximately 15-20% for the Incentive Allocation. These fees may vary as
further set forth in the relevant Fund’s offering documents. Each Fund’s general partner
(collectively, and as applicable, the “General Partner”) or the board of directors, as applicable, has
and may in the future, in their sole discretion, elect to reduce, waive or calculate differently the
Management Fee and/or Incentive Allocation with respect to certain capital accounts or shares,
respectively, including, without limitation, capital accounts or shares, as applicable, held by
limited partners or shareholders, respectively, that are affiliates or employees of Pan Capital or
members of the immediate families of such persons.

        The fee schedule for the Accounts is 2% annually for the Management Fee and 20% for
the Incentive Allocation (which is subject to a high-water mark). The Adviser’s compensation for
services provided to the Accounts is negotiable. Any requirements relating to the withdrawal of
assets from an Account or the termination of services provided by the Adviser are governed by the
terms of the agreement with the Client. The applicable investment advisory agreement also may
describe the expenses that are the responsibility of the Client. These expenses typically include
brokerage commissions and other transaction costs. Item 12 below summarizes how the Adviser
selects brokers and determines the reasonableness of their compensation.

Payment of Fees

       The applicable Fund’s offering documents govern the terms of compensation and the
manner in which we are compensated by such Fund. Subject to the terms of the offering
documents, most Management Fees of the Funds are calculated and paid quarterly in advance.
Incentive allocations are generally calculated annually. The one exception is the Funds of PCM,
whereby the Management Fees are calculated and paid monthly, and Incentive Fees are calculated
and paid quarterly. Where applicable, estimated expenses are generally billed to Clients quarterly
in advance and deducted directly by the Adviser. Further, there may be a quarterly true-up of
estimated pass-through expenses or refund in the event of a dissolution of a Fund. In addition, in
the event that an investor withdraws its interests or the Management Agreement is terminated at
any time other than at the end of a calendar quarter, the incentive fee will be computed with respect
to the withdrawn interests, or all the outstanding shares (in the event of the termination of the
Management Agreement), as the case may be, as though the withdrawal or termination occurred

on the last day of the calendar quarter.

Additional Fees and Expenses

        The Funds’ governing documents generally provide for the Funds to bear certain
organizational and operating expenses, and the governing documents for certain Accounts may
provide for the same. These expenses typically include, but are not limited to, trading commissions,
legal expenses, taxes, administrator fees, and audit fees, among other things.

       The Funds managed by Multi-Strategy (the “Multi-Strategy Funds”) employ an expense-
based pass-through model and do not pay a management fee or any other asset-based fee to Pan
Capital. As described in more detail below, for the Funds subject to the expense-based pass-
through model, expenses of the Adviser are divided among the Funds in accordance with the
Firm’s expense allocation policy, subject to the terms of the governing documents.

        The specific expenses that will be borne by each Client are set forth in the applicable
Client’s governing documents.

TYPES OF CLIENTS

        Pan Capital’s Accounts and Funds are its Clients. The Accounts and Investors in the Funds
may be individuals, investment companies, pooled investment vehicles, pension and profit-sharing
plans, trusts, estates, corporations or other entities. The minimum subscription amounts for
investing in the Funds are stated in each Fund’s offering documents, subject to the General
Partner’s or the board of directors’ (as applicable) discretion to accept subscriptions of a lesser
amount.