Seer Capital Management LP

FEES AND COMPENSATION

        With respect to both its private investment vehicles and separate accounts, Seer Capital
typically receives a management fee equal to a percentage of assets under management (which
does not include committed but undrawn capital). Fee arrangements with the separate accounts
are individually negotiated. The management fee varies by client and is generally calculated as a
fixed percentage of the value of the client’s net asset value or assets under management.
Management fees are structured to be payable monthly, quarterly or on a different frequency with
the calculation of management fees made in advance or in arrears, depending on the structure
agreed upon with each client. For management fees paid in advance, a pro-rata portion of the
management fee will be repaid by Seer Capital to the relevant client based on the number of days
remaining in any partial period should a redemption occur prior to the end of the period for which
the fees were paid in advance. If such client is a private investment vehicle, the repaid amount
will be distributed to the corresponding withdrawn investors.

        Seer Capital also typically receives performance-based compensation (which is typically
in the form of an incentive fee or an incentive allocation) from certain clients which also varies by
client, and is typically calculated as a percentage of the net capital appreciation of the client’s
account after accounting for management fees, expenses, other items and, in some cases, a
performance hurdle rate. Net capital appreciation generally includes both realized and unrealized
appreciation and depreciation of assets and liabilities held in a client’s investment portfolio. For
certain private investment vehicles, the portion of such private investment vehicle’s portfolio that
is invested in securities and instruments Seer Capital determines to maintain in an alternate
withdrawal sub-account upon a request for a withdrawal by one of its investors is not subject to
any performance-based compensation until a gain is realized. Generally, any net capital
depreciation experienced by a client portfolio in a measurement period is carried forward so that
no performance-based compensation is received by Seer Capital until the losses related to such
previously incurred net capital depreciation have been recouped, subject to certain adjustments.
Performance-based compensation received from the private investment vehicles is typically
payable annually or upon redemption by each investor therefrom, but may be payable more
frequently as agreed with certain clients. In lieu of an incentive fee or incentive allocation, Seer
Capital typically receives performance-based compensation in the form of a carried interest, which
is typically calculated as a set percentage of realized distributions from investments made after
investors have received distributions equal to their initial investment and a preferred return. Seer
Capital only charges performance-based fees in accordance with Section 205 of the Advisers Act
and Rule 205-3 thereunder.

        Seer Capital deducts management fees and performance-based compensation payable by
the private investment vehicles it manages from accounts held by such vehicles. Seer Capital bills
clients directly for management fees and performance-based compensation payable in connection
with its separate accounts.

        The rates and structure of the management fee and performance-based compensation
received by Seer Capital are set forth: (i) with respect to each private investment vehicle, in its
respective Memorandum; and (ii) with respect to each separate account, in its respective
investment management agreement. The management fees, performance-based compensation and

expenses applicable to a client may, under limited circumstances, be negotiated based on various
factors relating to the client and the specific nature of the services it receives from Seer Capital.
Certain clients and investors in private investment vehicles have more favorable terms than others.
Similarly, the management fees and performance-based compensation borne by investors in
private investment vehicles, including, without limitation, Seer Capital, its affiliates, its personnel
and/or friends and family of its personnel, may be, and, in certain circumstances, have been,
waived or modified. In addition, each private investment vehicle reserves the right to subject
future investors to different compensation arrangements. Separate account clients do not have
uniform terms and fees, as such fee arrangements and terms are individually negotiated between
Seer Capital and the respective client. The fees, expenses and the methods of billing and how
often such fees are charged for the separate account clients are contained in their respective
investment advisory contracts with Seer Capital.

        Clients are likely to be subject to expenses which may include, without limitation,
investment-related expenses, whether relating to investments that are consummated or
unconsummated (e.g., loan and security acquisition and disposition expenses, brokerage
commissions, due diligence costs, interest on margin accounts and other indebtedness, borrowing
charges on securities sold short, custodial fees, clearing and settlement charges, interest expense
and investment-related travel and lodging expenses); research-related expenses, including, without
limitation, news and quotation equipment and services; subscription and license fees for analytical
systems, data and software; legal expenses (including on-site legal staffing who may have short-
or long-term arrangements to support specific products); expenses incurred to comply with the
rules under Section 1471-1474 of the Code or, if applicable, an "intergovernmental agreement" in
effect between the United States and the Cayman Islands; professional fees (including, without
...

TYPES OF CLIENTS

        Seer Capital serves as the investment manager or investment adviser with discretionary
trading authority for offshore and U.S.-based private investment vehicles. Investors in private
investment vehicles may include individuals, banks, trusts, charitable organizations, pension plans,
corporations, endowments, foundations, funds of funds and other institutions. In addition, Seer
Capital provides investment advisory services on both a discretionary and non-discretionary basis
to separate accounts, which include institutional clients, family offices, high net worth individuals,
individuals, private investment funds and other investment managers.

       As described in more detail in each private investment vehicle’s respective Memorandum,
investors in private investment vehicles managed or advised by Seer Capital are generally required
to make minimum initial investments of at least $1,000,000. Such minimum investment, however,
may be waived or modified by the general partner or board of directors of the respective private
investment vehicle, in their sole discretion, subject to applicable regulatory constraints.

       Seer Capital does not maintain written minimum initial investment criteria for its separate
accounts. In general, such separate accounts involve significant minimum investments.

         Seer Capital is under no obligation to accept any client and may decline acceptance of a
client in its sole discretion.