Penso Advisors LLC

FEES AND COMPENSATION

Penso Advisors uses different fee structures depending on the nature of the relationship with the
Client, the term of the relationship and the size and nature of the assets of the portfolio for which
advice is provided. Such fees typically include a management fee which is either a fixed fee or a
fee based on a percentage of assets under management, and/or an incentive or performance fee
based on appreciation of net asset value (often subject to a high watermark).

Fee schedules are not disclosed because Penso Advisors does not utilize standardized fee terms as
fees are determined on a client-by-client basis. Moreover, fee schedules are not necessary to be
disclosed as all investors are qualified purchasers.

With respect to Managed Accounts, the fee structure is contained in such Client’s respective
investment advisory agreement or consulting agreement, as applicable. Penso Advisors invoices
its Clients for fixed fees on a periodic basis as agreed (i.e., monthly or quarterly) and generally
invoices for performance-based fees on a quarter-end or year-end basis.

With respect to investors in any Penso Private Fund, the fee structure is contained in the PPM (or
other offering document) for the Private Fund, and specifically, with respect to any Cell of an SPC,
if applicable, in each fund’s Explanatory Memorandum (or other supplement) to the PPM and its
Investment Management Agreement (or similar trading management agreement) with Penso
Advisors. In addition, Clients on a third-party, service provider platform, including the Penso
Private Funds, may be charged a separate fee by such respective service provider, none of which
is paid to Penso Advisors.

The Penso Private Funds’ administrator calculates the management fee and once approved by
Penso Advisors, instructs the management fee to be sent to Penso. Penso Private Funds’
administrator also calculates the performance-based compensation. Once Penso Advisors approves
the administrator’s performance-based compensation calculation, the administrator allocates the
performance compensation to an account of Penso Advisors or its affiliate. Penso may choose to
engage different administrators for one or more of the Penso Private Funds and/or for any
underlying separate Cells. Should Penso utilize multiple administrators, each such administrator
will utilize its own models for calculations and methodologies to value assets which may affect
performance differentials, assets under management, and fees related thereto in comparison with
the other acting administrators. Each administrator will be selected by Penso based upon a number
of considerations and will be subject to approval by the Private Fund or applicable Cell, as
required.

In general, investors investing in any Penso Private Fund will pay any or all of (i) directors’ fees,
(ii) management fees, generally calculated as a percentage of the net asset value of the shares,
which may be subject to a floor minimum, (iii) performance (or incentive) fees, generally
calculated as a percentage of net appreciation of the shares with a high watermark, (iv) a platform

manager fee, generally calculated as an annual fee equal to a percentage per annum of the net asset
value of the class of shares for such fund, and (v) an administration fee calculated monthly in
advance and payable to the administrator, in addition to reimbursement of out of pocket expenses
incurred by or on behalf of the fund.

Unless otherwise agreed, each fund, directly or indirectly, also will pay out of its assets all of its
ordinary and extraordinary expenses which, depending on the nature of the fund as well as the
specific services to be provided by the platform manager, may include, but are not limited to, (i)
organizational expenses, (ii) legal, accounting, auditing, tax, market data, valuation, insurance
(including directors and officers liability insurance), printing, computer, postage and similar fees
and expenses, (iii) fees and expenses of a fund’s administrator, the custodian(s), any sub-
administrator(s), sub-custodian(s), independent directors, general partners, managing members
and other service providers, (iv) trade processing and reconciliation fees and expenses, collateral
management fees and expenses and any other middle-office expenses, (v) agreed or disclosed out-
of-pocket expenses incurred by the platform manager, the administrator and other service
providers attributable to the services provided to the funds, including, without limitation, insurance
costs and certain out-of-pocket expenses related to regulatory compliance (for example, expenses
associated with the preparation of regulatory filings and reviews related to or in connection with
the offering of the funds), (vi) fees and expenses incurred with respect to the periodic review and,
if appropriate, modification of offering and governing documents, (vii) interest, commitment and
other fees in connection with borrowings, (viii) transaction-related expenses, including brokerage
fees and custody charges, (ix) research and due diligence related expenses, including related
consulting fees, travel, background investigations on investment managers or proposed investment
managers, subscriptions, databases, legal fees, fees for data processing, data aggregation and risk
reporting, (x) extraordinary expenses (e.g., litigation costs, liquidation-related expenses (including
any fees charged by a liquidation agent) and indemnification obligations) that a fund may incur,
and (xi) any other expenses related to the fund’s ongoing operations. With respect to the Penso
Private Funds, in accordance with the Private Fund’s PPM, expenses incurred in connection with
such Fund’s operations would include any specific expenses incurred in obtaining systems,
research, artificial intelligence and machine learning technologies and other information utilized
for portfolio management purposes that facilitate data analysis valuations and accounting,
...

TYPES OF CLIENTS

Penso Advisors generally provides its investment consulting or advisory services to sophisticated
asset managers such as hedge funds, funds of hedge funds, global insurance companies, private
and state pension plans, endowments, foundations, family offices and other large institutional
investors. Penso Advisors provides its services to its Clients or their underlying investors through
either Managed Accounts or a Penso Private Fund, predominantly through fund-of-one, fund-of-
few or Commingled Cells, as determined by the underlying investors. The investment structures
may be implemented either through the Clients’ own proprietary infrastructure or a third-party
service provider infrastructure platform (including, where applicable, a Cell within a segregated
portfolio company).
In accordance with its model of bespoke mandates, Penso Advisors generally limits its client base
to sophisticated money managers and institutional investors typically with at least $1 billion in
assets under management or such other threshold as long as there is a logistical framework in place
that allows for the implementation of risk overlays in managed account or private fund (fund-of-
one or fund-of-few) structures. In any Commingled Cell, there is generally a lower minimum
investment requirement than required for the establishment of a fund-of-one Cell, such amount is
determined in Penso’s discretion.

This firm brochure is not an offer to invest in our funds.