SW Mitchell Capital LLP

Item 5 – Fees and Compensation
Private Accounts

Fees for the management of Private Accounts are generally based on an annual percentage of each
account’s assets under management. In addition, a performance fee may be charged.

The currently effective general fee schedule for S.W. Mitchell Capital is:

       Asset-Based Fee: a management fee at an annual rate of 0.3% to 1% based upon net asset
                        value

S.W. Mitchell Capital reserves the right, in its sole discretion, to negotiate and charge different
fees for certain accounts based on the client’s particular needs and other factors unique to the
client’s particular circumstances.

Fees are computed and payable either quarterly or monthly in arrears (except for the Emulation
Account fees), based on either the market value on the last business day of each quarter after
advisory services are rendered or the average monthly net asset value. Initial fees are calculated
based upon the number of days in the quarterly period that the account came under S.W. Mitchell
Capital’s management. All subsequent quarters are billed for the full quarter. If clients terminate
the relationship prior to the end of the quarter, the fee is prorated for the number of days prior to
termination. Emulation Account fees are computed at the beginning of each quarter and charged
for the upcoming quarter. If the client or S.W. Mitchell terminates the relationship prior to the end
of the quarter, a pro rata portion of the fee will be reimbursed to the client.

Clients may be billed for advisory fees incurred. If authorized by the client, fees may be calculated
by the custodian and paid from the client’s account by the custodian.

S.W. Mitchell Capital’s Investment Management Agreements are mutually revocable without
penalty. Such termination must be effected by written notice; the Investment Management

Agreements may require up to ninety days’ written notice prior to termination. There is no
requirement for prepayment of fees, and in the event of termination, any outstanding fees are
charged on a pro-rata basis.

Private Funds

S.W. Mitchell Capital’s investment management services include implementing the investment
objectives of each Private Fund, determining appropriate asset allocation across the Private Fund’s
investment strategies, placing trades for execution with third-party brokers, and monitoring
existing and prospective investments in light of each Private Fund’s objectives and risk parameters.

The currently effective general fee schedule for S.W. Mitchell Capital is:

        Management Fee - a management fee at an annual rate of 1% based upon average net asset
                           value calculated on a daily basis

        Performance Fee – a performance fee of 20% of the annual absolute performance may
        apply to certain Private Funds

Expenses

Private Account clients (with the exception of Emulation Account clients) will incur certain
expenses such as (i) investment expenses (e.g., brokerage commissions, interest expense,
dividends on securities sold short), (ii) expenses related to legal, accounting, auditing and tax
preparation, and (iii) administration fees associated with the maintenance of the Private Accounts.
Similarly, each Fund, and thus Fund Investors indirectly, will incur all expenses incidental to the
Fund’s operations and business. These include, but are not limited to: (i) investment expenses
(e.g., brokerage commissions, interest expense, dividends on securities sold short (if applicable)),
(ii) expenses related to legal, accounting, auditing and tax preparation, (iii) directors’ fees, (iv)
administration fees and (v) organizational expenses.

S.W. Mitchell Capital does not charge any additional transaction costs, however Private Account
clients and the Funds, and thus Fund Investors indirectly, will incur brokerage and other
transaction costs. Item 12 includes additional detail about brokerage costs.

Item 7 – Types of Clients
We provide discretionary investment management services to Private Accounts and Private Funds.

Our Private Account clients may include corporations, pension plans and non-profit organizations.
The types of Private Fund Investors include the following: pension and profit sharing plans, trusts,
foundations, endowments, funds of hedge funds (whether organized as partnerships, corporations
or other entity types), high net worth individuals and family offices.

The minimum investment for Private Accounts is generally $5 million. However, S.W. Mitchell
Capital reserves the right, in its sole discretion, to reduce the minimum requirement for certain
Private Accounts under certain circumstances.

This Brochure will be provided to current or prospective Private Account clients prior to or in
connection with such consideration or execution of an investment in a Private Account, and to the
Funds, and will subsequently be provided periodically to each Private Account and Private Fund.
Private Account and other recipients should be aware that while this Brochure may include
information about the Private Accounts and Private Funds, as necessary or appropriate, it should
not be considered to represent a complete discussion of the features, risks or conflicts associated
with any Private Account or Private Fund. More complete information about each Private Account
is included in that Private Account’s Investment Management Agreement and about each Private
Fund is included in the Private Fund’s Governing Documents, which may be provided to current
and eligible prospective Private Fund Investors only by S.W. Mitchell Capital or another
authorized party.

In no event should this Brochure be considered to be an offer of, or agreement to provide,
advisory services directly to any recipient. It is also not an offer of interests or shares in a
Fund or relied upon in determining whether to invest. Rather, this Brochure is designed solely
to provide information about S.W. Mitchell Capital for the purpose of compliance with certain
obligations under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”)
and, as such, responds to relevant regulatory requirements under the Advisers Act, which may
differ from the information provided in a Private Account’s Investment Management Agreement

or a Private Fund’s Governing Documents. To the extent that there is any conflict between
discussions herein and similar or related discussions in any of the Investment Management
Agreements or Governing Documents, the Investment Management Agreements or
Governing Documents, as applicable, shall control.