Pointer Management LLC

FEES AND COMPENSATION

A.       Advisory Fees and Compensation.

        Pointer charges Investors an asset based investment management fee (“Management Fee”) based
on the value of the Investor’s net assets under management. Management fees are calculated and paid
quarterly in advance based on the value of the relevant net assets as of the first day of the quarter. The
Management Fee is equal to 1% (0.25 % per quarter) of the net assets under management (subject in all
cases to the specific fee provisions of the applicable Fund governing documents). Management fees may
also include, for certain investors, periodic sales charges that are passed on to placement agents (as
applicable).

         In addition, Pointer may also earn from Investors annually a performance-based fee or incentive
allocation (“Performance Allocation”). The Performance Allocation is generally equal to 1% of net assets
and 2% of net profits, subject to a loss carry-forward provision and a 10% hurdle rate. However, the 2%
of net profits component of the Performance Allocation is not applicable to investors in Pointer (QP) II,
L.P., Pointer Offshore II, Ltd., and certain investors in Pointer Offshore III, Ltd. The Performance
Allocation for the P1 Interests is 10% upon a realization event with respect to a Private Investment, net of
expenses and subject to reduction for other Private Investments disposed of or carried at less than cost.

        Pointer generally only waives or reduces the Management Fees and Performance Allocations for
current and former principals and employees, and their families.

        It is critical that Investors refer to their respective Fund’s private placement memorandum
(or similar materials) and governing documents for a complete understanding of fees they may incur.
The information contained herein is a summary only and is qualified in its entirety by such
documents.

B.       Payment of Fees.

         Pointer deducts fees from Investor assets invested in the Funds. Investors do not have the ability
to choose to be billed directly for fees incurred. Management fees are generally calculated and paid
quarterly in advance and performance-based fees and allocations (when applicable) are normally paid at
year end, except in the case of a mid-year redeeming partner, in which case performance-based fees and
allocations may be paid as of June 30th.

C.       Additional Fees and Expenses.

         In addition to fees payable to Pointer, the Funds (and therefore Investors) have, and may in the
future, pay a variety of expenses, including but not limited to:

        Costs of administration of the Funds, including legal, accounting, auditing and other professional
         expenses, upfront sales charges and periodic servicing fee to the placement agent (as applicable)
         and reasonable expenses related to the transmittal of the Funds’ assets and expenses incurred in
         connection with the offering of Interests.
        A pro rata share of Master Fund expenses (if applicable), including its organizational expenses,
         investment expenses, custodial fees, bank services fees, interest expense, other indebtedness and
         other reasonable expenses related to the purchase, sale or transmittal of the Master Fund’s assets.
        The Funds as investors in other entities will indirectly bear their pro rata share of the expenses of
         those investment entities. Generally, investment entities charge (i) a fixed management fee

         (typically 1.5% to 2% of net assets on an annual basis) and (ii) an incentive allocation based upon
         a percentage of any profits of the investment entity (typically 15-20% of profits on an annual basis).

        It is critical that Investors refer to their respective Fund’s private placement memorandum
(or similar materials) and governing documents for a complete understanding of fees and expenses
they may pay. The information contained herein is a summary only and is qualified in its entirety
by such documents.

D.       Prepayment of Fees.

         As noted in Item 5.A above, Management Fees are charged quarterly in advance based on the value
of the relevant net assets as of the first day of the quarter.

         Investors may generally withdraw from a Fund by providing written notice to Pointer as specified
in the Fund’s governing documents. In general, Pointer refunds the unearned portion of any pre-paid
Management Fee if a withdrawal is made from a Fund before the end of a billing period. Pointer generally
determines the amount of the relevant refund on a pro rata basis, based upon the portion of the relevant
period during which it provided services. In each case, withdrawals may be subject to certain conditions
and restrictions, which are set forth in the Fund’s governing documents, which may include, without
limitation:

        The condition that any “lock-up period” applicable to the shares or the interests has expired or
         relevant withdrawal fee has been paid;
        Restrictions on the timing of the withdrawal payment; and
        Restrictions on the amount that may be withdrawn (i.e. a “gate” provision). This may involve a
         comprehensive restriction on withdrawal, or it may involve the designation of certain underlying
         holdings as illiquid under the terms of the Funds, in which case shares or interests associated with
         those investments will remain invested in the Funds until those underlying assets are sold or are
         otherwise subsequently deemed to be liquid again by Pointer in its discretion.

        Pointer has the discretion to waive certain of the above-listed withdrawal terms, including the
“lock-up period.”

E.       Additional Compensation and Conflicts of Interest.

       Neither the Investment Adviser nor any of its supervised persons accepts compensation (e.g.,
brokerage commissions) for the sale of securities or other investment products.

TYPES OF CLIENTS

        As described in Item 4, Pointer’s principal activity is providing discretionary investment advisory
services to private investment funds that operate as pooled investment vehicles, principally via fund-of-
funds vehicles, including using a traditional master/feeder structure.

        The Funds offer interests/shares only to certain qualified investors and admission to the Funds is
not open to the general public. An investment in a Fund is generally restricted to Investors which qualify
as “accredited investors,” as that term is defined under rule 501(a) of Regulation D of the Securities Act of
1933. Most Funds further require investors to qualify as “qualified purchasers” as that term is defined
under the Investment Company Act of 1940. Generally, investors must invest a minimum of $1,000,000
for each Fund, subject to reduction at the discretion of Pointer Management, LLC (in the case of the Master
Fund, Domestic Fund, U.S. Fund II, Offshore Fund II and Offshore Fund III) or Pointer Offshore, LLC (in
the case of the Offshore Fund), though not below applicable Cayman Island minimums.