Seastone Capital Management LP

Fees and Compensation

Management Fee

SeaStone is paid a quarterly management fee (the “Management Fee”), calculated, accrued, and payable in advance
as of the beginning of each calendar quarter, equal to 0.375% of the net asset value of each Investor’s capital
account, which equates to 1.5% per annum.

The Management Fee is payable in U.S. dollars, normally within ten (10) days after the beginning of each calendar
quarter. The Management Fee will be calculated after taking into account investments as of the beginning of such
calendar quarter and net of withdrawals as of the end of the prior calendar quarter. In addition, the Management Fee
will be prorated for investments and withdrawals during any calendar quarter based on the date such investment or
withdrawal is made (and, with respect to withdrawals, a prorated amount will be refunded by SeaStone for the
ultimate benefit of the withdrawing Investor). Further, the Management Fee will be prorated for any calendar quarter
during which SeaStone does not serve as the investment manager of the Funds for the entire calendar quarter.

The General Partner may waive, reduce or rebate the Management Fee attributable to any capital account held by or
on behalf of any Investor, including, without limitation, any employee, agent or affiliate of SeaStone and/or the
General Partner.

Expenses

In addition to the Management Fee, the Funds bear their own Organizational Expenses, Investment Expenses, and
Operating Expenses. The term “Organizational Expenses” means the expenses incurred by the Funds in connection
with their organization, up to a pre-determined expense cap. To the extent that this expense cap is exceeded, any
additional Organizational Expenses are paid and/or reimbursed by the General Partner and/or SeaStone. The term
“Investment Expenses” means the expenses associated with the investment program of the Funds, as applicable,
which includes, without limitation, brokerage expenses, commissions, dealing and spread costs (which vary
depending on a number of factors, including, without limitation, the bank, broker or dealing counterparty utilized for
the transaction, the particular instrument traded and the volume and size of the transaction), execution, give-up,
exchange, clearing and settlement charges, regulatory commissions and fees, delivery, custodial fees, escrow
expenses, insurance costs (subject to certain limitations), third party research, interest and borrowing charges on
margin accounts and other indebtedness, bank, broker and dealer service fees, interest expenses and consulting, risk
reporting services, advisory, investment banking and other professional fees relating to particular investments or
contemplated investments and all other research expenses (including, without limitation, travel expenses related to
research) and all other expenses directly or indirectly related to the Funds’ investment program. The term “Operating
Expenses” means the Funds’ operating expenses, including, without limitation, (i) administrative expenses, custodial
expenses, legal expenses, internal and external accounting expenses, audit and tax preparation expenses, interest,
taxes, costs, all expenses incurred in connection with the offer and sale of interests in the Funds all other expenses
associated with the operation of the Funds including, without limitation, all extraordinary expenses, and (ii) the
Management Fee.

Performance Allocation

Other than during a Recovery Period (as defined below), as of the end of each fiscal year, increases in the net asset
value of an Investor’s capital account will be reallocated so that the General Partner receives an allocation (a
“Performance Allocation”) equal to twenty percent (20%) of the aggregate increases in net asset value (i.e., the
amount by which the Funds’ net asset value as of the end of any fiscal year exceeds the Funds’ net asset value as of
the beginning of such fiscal year, net of investments and withdrawals) allocated to such capital account for such
fiscal year.

The General Partner will not be allocated a full Performance Allocation with respect to an Investor’s capital account
during a Recovery Period. Once the balance in a Loss Recovery Account (as defined below) corresponding to an
Investor’s capital account has been reduced to zero, the capital account will no longer be deemed to be in a
Recovery Period and, accordingly, will be subject to the Performance Allocation.

The Funds will maintain an account (a “Loss Recovery Account”) for each capital account, the opening balance of
which will be zero. For each fiscal year during which decreases in the Funds’ net worth are allocated to such capital

Form ADV Part 2A Brochure | SeaStone Capital Management, L.P.

account, the corresponding Loss Recovery Account will be credited at the end of such fiscal year with an amount
equal to such decreases. The amount in a Loss Recovery Account for each capital account will be: (i) aggregated
from fiscal year to fiscal year; and (ii) reduced (but not below zero) in subsequent fiscal year(s) by any increases in
the Funds’ net asset value allocated to the corresponding capital account.

At any time during which a Loss Recovery Account has a balance greater than zero, the corresponding capital
account will be deemed to be in a “Recovery Period” until such time as such balance is reduced to zero.

Investment management fees and expenses paid to SeaStone by the SMA are set forth in the SMA’s investment
advisory agreement. All SMAs that would be managed by SeaStone in the future will similarly be guided by the terms
of the applicable investment advisory agreement. Fees charged by SeaStone are negotiated with each SMA. In
addition to SeaStone’s investment management fee, SMAs bear trading costs, including brokerage fees. For
information on brokerage transactions and costs, please see Brokerage Practices.
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Types of Clients

SeaStone’s clients consist of the Funds and the SMA.

Please see Items 4 (Advisory Business) and 10 (Other Financial Industry Activities and Affiliations).

Methods of Analysis, Investment Strategies, and Risk of Loss

Investment Program

The investment objective of the Client Accounts is to earn attractive long-term risk-adjusted returns with a focus on
downside protection. No assurance, however, can be given that the Client Accounts’ investment objective
will be achieved, and investment results may vary substantially on a monthly, quarterly, annual and/or
other periodic basis. SeaStone believes that the investment objective can be achieved by constructing a
concentrated investment portfolio driven by a fundamental, bottom-up, research driven approach that is
opportunistic and flexible in finding inefficiencies across industries and geographies in all parts of a company’s capital
structure. SeaStone’s primary focus is expected to be long and short investments in publicly traded equity and
equity-linked securities. In addition, SeaStone may from time to time invest the Client Accounts’ assets
opportunistically in long and short fixed income and fixed income-linked securities, where SeaStone believes that
market conditions warrant. Although the Client Accounts’ investments are expected to be principally comprised of
publicly listed equities, subject to certain investment limitations (as discussed below), SeaStone has discretion in
determining the securities, commodities, physical assets and/or other financial instruments or other assets in which
the Client Accounts will invest. Such securities, commodities, physical assets and/or other financial instruments or

Form ADV Part 2A Brochure | SeaStone Capital Management, L.P.

other assets may be issued by U.S. or non-U.S. entities and/or be located inside or outside the United States, and
may include, without limitation: public and private common and preferred stock; capital stock; shares of beneficial
interest; partnership interests and similar financial instruments (except for other private pooled investment vehicles
other than certain money market funds that may be used for cash management purposes); interests in real estate
(including real estate investment trusts) and real estate related partnerships, securities and/or assets; other physical
or discreet assets; market index proxies; corporate, municipal and other bonds, notes, bills, debentures and other
debt obligations (whether subordinated, convertible or otherwise); debt obligations convertible into equity;
commodities; currencies; loans; accounts and notes receivable and payable held by trade or other creditors;
executory contracts; interests in money market and similar funds; obligations of the United States, any state thereof,
non-U.S. governments and instrumentalities of any of them; commercial paper; other obligations and instruments or
evidences of indebtedness of whatever kind or nature, in each case of any person, corporation, government or other
entity whatsoever, whether or not publicly traded or readily marketable; reserves; interest rate, currency, commodity,
equity and other derivative products, including, without limitation, (i) forwards and futures contracts (and options
thereon); (ii) swaps, options, warrants, caps, collars, floors and forward rate agreements, (iii) spot and forward
currency transactions; and (iv) agreements relating to or securing such transactions; participations in any of the
foregoing; or such other instruments or assets as identified by SeaStone. Client Accounts may also act as lenders,
underwriting structured debt obligations to select borrowers whom SeaStone determines to be creditworthy and
sufficiently collateralized. The investments pursued by the Client Accounts are, at times, collectively referred to
hereinafter as “securities”.

In addition, SeaStone may make speculative investments in debt securities (including, without limitation, fixed
income and convertible securities and bonds of foreign corporate and sovereign issuers), bank debt, physical
commodities and distressed debt. Furthermore, although SeaStone anticipates that it will primarily invest Client
Accounts’ assets in developed markets, SeaStone may also invest opportunistically in emerging markets where
SeaStone believes there are substantial dislocations that create compelling opportunities.

Investment Philosophy

SeaStone believes that capital markets provide continuously evolving pockets of inefficiency. SeaStone believes that
these inefficiencies are generally a result of one or more of the following:

        Complexity. – Complexity (such as a complicated holding company structure or diverse business lines) can
         result in securities that are mispriced from their fundamental value (as perceived by SeaStone) due to the
         difficulty of appropriately evaluating the securities, the commitment required to make such an evaluation or
         other factors that stem from complex situations.
        Fundamental Change. – A company may be subject to a fundamental change (e.g., changing regulatory
         environment, competitive dynamics, technology, etc.). This may result in uncertainty which SeaStone
         believes is often mispriced, either due to the market placing a risk premium on the security that
         overcompensates (or undercompensates) for the underlying uncertainty and/or risk, or resulting from the
         growth or decline of a business that may be misunderstood or other fundamental change factors.
        Liquidity Events. – Liquidity events (such as forced selling of a spun-off security due to market capitalization
         restrictions, buying of a security due to a newly announced dividend policy by income investors or turnover
         of an event-focused shareholder base after the completion of a merger) may create inefficiencies because,
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