SG Capital Management LLC

Fees and Compensation
The Funds
The Funds pay SG Capital a calendar quarterly management fee in arrears at the annual rate of
1.5% of the aggregate assets under management at the end of the quarter. SG Capital debits
the Funds’ fees from their respective capital accounts. SG Capital may, in its sole discretion,
waive or reduce this fee for affiliates, family members or its principal owners and employees and
/ or certain strategic investors.

The Funds also pay SG Capital a performance-based fee of 20% of any "Net New Profits" (high
water mark) as of the end of the calendar quarter.

Relating to our hedge fund advisory services, our fund clients bear all their own expenses. The
lists below are detailed but do not contemplate every possible expense that a client may incur.
The expenses that our fund clients pay pertaining to researching and executing investment
transactions related to portfolio investments or prospective investments, when applicable,
include:

   •    brokerage commissions.

   •    trade processing fees, including clearing and settlement charges.

   •    research fees and materials (including online news and quotation services).

   •    their ordinary miscellaneous research and trade-related expenses of the respective
        fund.

Our hedge fund clients pay for expenses related to their operations, when applicable, including:

   •    governmental, regulatory, licensing, filing, registration or compliance costs, expenses
        and fees in compliance with rules of self-regulatory organizations or federal, state or
        local laws.

   •    legal costs (including settlement costs).

   •    accounting fees and expenses (including tax and audit).

   •    costs and expenses of outside appraisers, pricing services, experts or others to
        facilitate valuations.

   •    insurance, such as Directors and Officers and Errors and Omissions, Fiduciary and
        Cyber.

   •    administrator fees.

   •    other ordinary miscellaneous operating and out-of-pocket expenses of the respective
        fund.

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Separate Account Clients
The fee terms for our separate account clients may differ from the Funds. These accounts pay a
quarterly management fee in arrears, generally at the annual rate of 1.5% of the aggregate
assets under management at the end of the quarter. Such separate account management fees
are invoiced to and paid by the clients. However, SG Capital also manages accounts wherein
SG Capital is paid its quarterly management fee in advance.

The Long Only strategy accounts pay SG Capital a quarterly management fee in arrears at the
annual rate of 1.0% of the aggregate assets under management.

All management fees for separate account clients are negotiable based on a client’s assets
under management with SG Capital.

With the exception of the separate accounts managed following the Long-Only strategy,
separate accounts pay SG Capital performance-based fee of 20% of any "Net New Profits"
(high water mark) annually.

In addition, our separately managed account clients pay for their own operating expenses. This
includes all expenses incurred with their account transactions, such as custodial fees,
brokerage commissions, taxes and any applicable registration fees. Lastly, at SG Capital’s
discretion, or pursuant to the terms of an investment advisory agreement, expenses that would
otherwise be allocated to a Client are paid by SG Capital.

Other Fees
In addition, clients will pay fees in addition to the management and performance-based fees
described above. This can include, among other things, commissions and custodial fees. For
more information on SG Capital’s Brokerage Practices, please refer to Page 12.

Performance-Based Fees & Side-by-Side
Management
As stated above, SG Capital charges certain, but not all, clients a performance-based fee.
Therefore, there could be an incentive for SG Capital to allocate favorable or profitable
investments to accounts that are charged this fee. However, SG Capital manages each Fund
class and corresponding separate account that follows a similar strategy pari passu (absent
client-imposed restrictions in the separate accounts), which means that no Fund or account is
favored over another. Additionally, SG Capital has policies and procedures in place to help
ensure it does not unfairly favor or discriminate against any of its other clients in the trading and
allocation process.

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Types of Clients
Description
SG Capital provides portfolio management services to the following types of Clients:

   •   Private Funds
   •   Sovereign wealth funds and foreign official institutions
   •   Pooled investment vehicles (e.g., hedge funds)
   •   Corporations

Account Minimums
The minimum investment per investor in the Funds is $250,000 U.S. but the General Partner or
Directors of the respective Fund may waive this minimum at their absolute discretion. The
General Partner or Directors of the respective Fund, at their discretion, may reject the
subscription of any subscriber for any reason.

The minimum investment to open a separately managed account is $5,000,000 but SG Capital
may waive this minimum at its absolute discretion.

Methods of Analysis, Investment
Strategies and Risk of Loss