Pincus Capital Management LP

Item 5 – Fees and Compensation

A. Describe how you are compensated for your advisory services.

Management fees are individually negotiated depending on the characteristics of the Client and the assets
managed by Pincus Capital.

Additionally, each Client may pay a performance fee which is subject to a high-water mark (the
“Performance Fee”) equal to a fixed percentage of such Client’s net profits. For purposes hereof, “high
water mark” means the previous highest trading profits on which a Performance Fee was paid at the end of
any relevant period.

Client assets invested in Underlying Investments will be subject to management fees and may be subject to
performance fees at the Underlying Investment level, in addition to the fees charged by Pincus Capital as
noted above. Pincus Capital does not share in any fees charged by the Underlying Managers to the
Underlying Investments.

B. Describe whether you deduct fees from clients’ assets or bill clients for fees incurred. If clients
may select either method, disclose this fact. Explain how often you bill clients or deduct your fees.

The Investment Manager generally will invoice Client fees and may deduct such fees from Clients’ assets
in accordance with the terms of the applicable Investment Management Agreement.

Fees with respect to each Client may be waived or modified in the sole discretion of the Investment
Manager.

C. Describe any other types of fees or expenses clients may pay in connection with your advisory
services, such as custodian fees or mutual fund expenses. Disclose that clients will incur brokerage
and other transaction costs, and direct clients to the section(s) of your brochure that discuss
brokerage.

The Investment Manager’s fees are exclusive of other types of fees and expenses that a Client may incur,
such as custodial fees, administration fees, brokerage commissions, legal expenses and accounting fees.
Assets invested in Underlying Investments will be subject to management fees and may be subject to
performance fees at the Underlying Investment level, which are in addition to the fees charged by Pincus
Capital to its Clients. In addition, Underlying Investments generally will also incur custodial fees,
administration fees, brokerage commissions, legal expenses and accounting fees at the Underlying
Investment level.

D. If your clients either may or must pay your fees in advance, disclose this fact. Explain how a client
may obtain a refund of a pre-paid fee if the advisory contract is terminated before the end of the
billing period. Explain how you will determine the amount of the refund.

Management fees applicable to Clients generally will be paid in advance as described in the Investment
Management Agreement between each Client and the Investment Manager. Upon any termination of the
Client relationship, the Client will receive a prorated refund of any prepaid fees, calculated from the date
of termination.

E. If you or any of your supervised persons accepts compensation for the sale of securities or other
investment products, including asset-based sales charges or service fees from the sale of mutual funds,
disclose this fact and respond to Items 5.E.1, 5.E.2, 5.E.3 and 5.E.4.

   1. Explain that this practice presents a conflict of interest and gives you or your supervised persons
     an incentive to recommend investment products based on the compensation received, rather
     than on a client’s needs. Describe generally how you address conflicts that arise, including your
     procedures for disclosing the conflicts to clients. If you primarily recommend mutual funds,
     disclose whether you will recommend “no-load” funds.

   2. Explain that clients have the option to purchase investment products that you recommend
     through other brokers or agents that are not affiliated with you.

   3. If more than 50% of your revenue from Clients results from commissions and other
     compensation for the sale of investment products you recommend to your clients, including
     asset-based distribution fees from the sale of mutual funds, disclose that commissions provide
     your primary or, if applicable, your exclusive compensation.

   4. If you charge advisory fees in addition to commissions or markups, disclose whether you reduce
     your advisory fees to offset the commissions or markups.

Neither the Investment Manager nor any of its supervised persons accepts compensation for the sale of
securities or other investment products.

Item 7 – Types of Clients

Describe the types of clients to whom you generally provide investment advice. If you have any
requirements for opening or maintaining an account, such as a minimum account size, disclose the
requirements.

The Investment Manager generally provides its advisory services to ultra-high net-worth families and
charitable foundations.

The minimum account value required to open and maintain an account with the Investment Manager is
generally $100,000,000, subject to negotiation.