Scopia Capital Management LP

Item 5 – Fees and Compensation

As a general matter, the Adviser or an affiliate is paid an asset-based management fee and receives
performance-based compensation (detailed in Item 6 below). The Adviser deducts asset-based
management fees from each Scopia Fund’s assets.

Asset-based management fees generally range from 1.0% to 1.5% per annum of the net assets of
investors in the Hedge Funds, and from 0.75% to 1.0% per annum of net assets of investors in the Long-
Only Fund. Management fees for investors in the Scopia Funds are charged on a quarterly basis in
advance based on the value of the assets as of the first day of the calendar quarter. The management
fee may be reduced by 0.25% annually for investors in the Hedge Funds if the investor, or the consultancy
firm which has directed the investor, maintains invested assets exceeding a certain amount, has been
invested for a specified period of time or agrees to remain invested for a specified period of time, and the
Adviser maintains a certain aggregate value of the net assets of the Scopia Funds. The Adviser has
complete authority to determine, in each case, whether an investor is eligible for a reduced management
fee and the Adviser’s decision in that regard shall be final and binding on the investor. If the Adviser does
not manage a Scopia Fund for a full quarter, the asset-based management fee charged to such Scopia
Fund will be pro-rated for such period.

To the extent that fees are negotiable, the investors in a Scopia Fund may pay more or less than other
investors for the same management services, depending, for example, on the relationship to the Adviser,
nature of advisory services, account composition and the total client assets under management. The
Adviser waives or modifies fees for certain accounts or investors.

The Adviser may also reduce management fees in connection with fees and other income earned from
services related to the Scopia Funds’ investments including, but not limited to, directors’ fees.

The asset-based management fees that are charged to the Legacy Sub-Account are set forth in the
Adviser’s trading advisory agreement with the Legacy Sub-Account. The asset-based management fees
that are charged to Windmill are set forth in Windmill’s offering and governing documents.

The First Loss Fund and SCIP2 are not charged asset-based management fees.

A third-party administrator to the Scopia Funds and Windmill calculates the asset-based management
fees of the Scopia Funds and Windmill. To mitigate conflicts of interest regarding over-valuing such
accounts to increase fees, or conceal poor performance, the Adviser maintains a policy regarding
valuation of securities and uses independent third-party services to price the securities in the accounts
of the Scopia Funds and Windmill, when applicable. The administration and calculation of asset-based
management fees in respect of the Legacy Sub-Account is overseen by the respective sponsors of such
funds/accounts.

In addition to paying asset-based management fees, if any, Scopia Funds are also subject to other
expenses in accordance with the fund governing documents including, but not limited to (as applicable):
(i) transaction costs and investment related expenses incurred in connection with the Scopia Fund’s
trading activities, including brokerage, research expenses (excluding research-related travel), clearing,
margin interest (if any), and custodial expenses; (ii) routine legal, accounting, auditing, tax preparation,

administration, outside directors, and related fees and expenses; (iii) licensing, development and
monitoring fees and expenses related to risk management, including portfolio analysis application fees
and applicable database warehouse fees and expenses; (iv) fees and expenses related to stock loan and
treasury systems and applications; (v) the Scopia Fund’s allocable share of applicable insurance
premiums; (vi) regulatory compliance-related monitoring and filing fees and expenses (excluding,
however, the preparation and filing of Form PF); (vii) expenses associated with the continued offering of
interests, which include but are not limited to printing and other solicitation expenses (other than finders’
fees); (viii) all operational, overhead and other expenses of the Scopia Funds including but not limited to,
photocopying, facsimile, postage, telephone expenses, and third party valuation services; and (ix)
extraordinary expenses (e.g., litigation and settlement costs, disgorgement payments and indemnification
obligations), if any. “Research” expenses include, without limitation, research subscriptions, customized
research, third party consultant/expert network fees, conference fees and certain research-related
technology fees and expenses such as Bloomberg license fees, exchange fees, and order management
system fees and expenses (other than compliance-related fees). The Legacy P/E Funds are subject to
similar fees in accordance with their governing documents and trading advisory agreement, as applicable.

The First Loss Fund is subject to expenses as set forth in the relevant investment advisory agreement.

The allocation of expenses by the Adviser between it and any client, and among clients, represents a
conflict of interest for the Adviser. To address this conflict, the Adviser has adopted and implemented
policies and procedures for the allocation of expenses. Pursuant to these policies and procedures, the
Adviser allocates expenses to each client in accordance with the client’s offering and other governing
documents or advisory agreement. Client expenses generally will be borne on a pro rata basis (as further
described below) among all client portfolios, unless (i) the expense is only relevant to a particular client
portfolio, in which case it will be allocated solely thereto, or (ii) the Adviser believes that deviating from
pro rata allocations would be fair, reasonable and equitable given the nature of the expense or client
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Item 7 – Types of Clients

The Adviser provides investment advisory services on a discretionary basis to its clients including the
Fund Clients and the Legacy P/E Funds, which are intended for institutional and other sophisticated
investors.

Any initial and additional subscription minimums are disclosed in the applicable offering memorandum
and other governing documents.