Santa Barbara Mgmt LLC

Item 5 – Fees and Compensation

SBM offers its services on a fee basis. Depending on the scope of services selected, fees may be calculated
based on assets under advisement (“AUA”) or assets under management (“AUM”). AUA is a broader
measure that includes the client’s complete portfolio, including assets SBM advises on but does not directly
manage, while AUM includes only those assets over which SBM provides investment advisory or management
services. In certain situations, SBM may also enter into fixed fee arrangements with clients.

SBM’s fees are determined in consultation with each client and are based on the scope of services,
complexity of the client relationship, and other factors. Clients who engage SBM solely for investment
advisory and investment management services are typically (but not always) charged fees based on AUM.
Clients who engage SBM for family office services, whether alone or in combination with investment advisory
or management services, are typically (but not always) charged fees based on AUA. Actual fees vary and are
determined based on the scope and complexity of services, the size and composition of the client’s portfolio,
the nature of the client relationship, and other factors in SBM’s discretion. Fee arrangements are individually
negotiated and set forth in each Client Agreement.

SBM’s fixed fees depend upon the level and scope of the services provided. In certain engagements, SBM
may establish a minimum annual fee, meaning the client will pay the greater of the calculated AUA- or AUM-
based fee or the agreed minimum amount.

SBM structures annual management fees in Client agreements using different methodologies, including:
   fixed annual fees
   annual asset-based fees and/or
   combination of those types of fees

When assets are allocated to a Subadviser, as outlined Item 4 above, the Subadviser charges a fee for their
management, which is in addition to the standard SBM fee. Client acknowledges that the advisory fees
assessed will vary dependent upon the Subadviser selected, the size of the Account(s), and the type of
investments being managed by the Subadviser.

All fees are subject to the discretion of SBM’s executive team based on certain criteria (such as anticipated
future earning capacity, anticipated future additional assets, anticipated monetization events, dollar amount
of assets to be managed, related accounts, account composition, pre-existing client, strategic relationships,
account retention, pro bono activities, etc.).

SBM’s asset-based fee structure creates a conflict of interest when advising clients on whether to buy, hold,
or sell assets (including private securities). Recommending that a client retain an asset or deploy cash into
a new investment generally increases or preserves SBM’s AUA/AUM and corresponding fee revenue.
Conversely, recommending that a client sell an asset and distribute the proceeds outside of SBM’s advisory
relationship reduces SBM’s fee revenue. Clients should independently evaluate whether any such
transaction is in their best interest, taking into account the financial incentive to maximize fees.

Fees are generally billed quarterly in advance. Unless otherwise specified in the Client Agreement, the
quarterly fee is calculated using the client’s AUA or AUM as of the last business day of the immediately
preceding calendar quarter and is typically debited from the client’s custodial account shortly after the
beginning of the quarter. For an initial partial quarter (or where quarter-end values are not yet available), we
may bill in arrears once we can accurately calculate the fee. Upon termination, any unearned portion of

prepaid fees will be refunded on a pro-rata basis.

Prior to engaging with SBM, clients are required to enter into a Client Agreement with SBM setting forth,
among other things, the terms, conditions, specific services, and fees for each engagement.

All SBM fees are calculated in accordance with the Client Agreement. In most instances, for the initial partial
quarterly period of investment management services, fees are calculated on a pro-rata/per diem basis, based
on the number days in the pertinent quarterly period until the next calendar quarter. The quarterly fee is
based on the number of days in that calendar quarter divided by the total number days in a year, utilizing
the fee level as valued as of the end of the immediately preceding calendar quarter. A Client Agreement
continues in effect until terminated by either party pursuant to the Client Agreement.

The calculation of a client’s SBM fee is clearly defined in each Client Agreement and consistent with periodic
reporting packages prepared thereafter.

For the portion of assets held at the custodian, SBM’s calculation is based on the market value of the assets
under management by SBM on the last day of the immediately preceding calendar quarter.

With respect to clients’ alternative investments, the valuation for purposes of determining the AUA or AUM
for fee calculations will be based on the most recent Net Asset Value (“NAV”) statement provided by the
manager and adjusted for cash inflows (capital contributions) and outflows (distributions), or, if provided
by the manager, the estimated NAV. In some instances, the manager may not produce these statements in
time to facilitate timely calculation of the fee, in which instance SBM will use the most recent statement
provided.

For assets for which a manager does not regularly produce a NAV statement, valuation will be based on a
mutually agreed carrying value (which will in most cases be initial cost, the most recent manager provided
valuation, or a third-party valuation). The carrying value will be re-evaluated on a quarterly basis in
connection with regular reporting packages.

All other assets not listed above will be valued based on balances at quarter end, this could include, but not
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Item 7 – Types of Clients

We typically provide advice to individuals and families, including their trusts, estates, charitable
foundations and vehicles and family office entities, and may in the future provide advice to pension and
profit-sharing plans, charitable organizations, and corporations. Because each client is unique, clients must
remain involved in our planning and our ongoing management of their accounts. Such involvement does
not have to be time-consuming, however we want our clients to remain informed and have a sense of security
about their investments.

As a condition for entering an advisory relationship with SBM, we generally require a minimum family
AUA or AUM threshold of $100,000,000. SBM, in its sole discretion, may accept clients with lesser AUA
or AUM based upon certain criteria including future earning capacity, anticipated future additional assets,

dollar amount of assets to be managed, related accounts, account composition, pre-existing relationships,
strategic relationships, account retention, and pro bono activities. In some cases, SBM aggregates the
portfolio of family members to meet these thresholds.