TCS Capital Management LLC

Item 5: Fees and Compensation

Management Fee

TCS receives from the Master Fund a quarterly management fee at an annual rate of generally
2.0% of the net asset value indirectly attributable to the capital account of each Investor.
Management fees are charged each quarter in advance and are deducted from the Fund.
Investors are generally allowed to withdraw capital as of the end of a calendar quarter, at
which time there generally will be no prepaid fees. However, we are not required to refund
any portion of our management fee if the Fund allows an investor to withdraw or redeem as
of a time other than a calendar quarter-end.

TCS has the discretion to reduce or eliminate the management fee with respect to any
investor or Client Account.

Expenses

The Client Accounts shall bear all organizational and offering expenses, as well as operating
expenses, including but not limited to, legal, administration, accounting, trade processing,
brokerage, custodial fees and out-of-pocket expenses. For further details on the Firm’s
brokerage practices refer to Item 12 of this Brochure.

TCS Capital Management, LLC                                                  Form ADV Part 2A

Angie’s List, Inc.

Eric Semler serves on the board of directors of Angie’s List, Inc. (“Angie’s”), a portfolio holding
of the Client Accounts. We discuss any potential conflicts of interest that may arise, as well
as any compensation that Mr. Semler may receive, due to this position throughout this
brochure.

Item 7: Types of Clients

Investors in the Fund may include high net worth individuals and other institutional investors
meeting the terms of the exceptions and exemptions under which the Fund operates.
Although we have the authority to accept subscriptions for a lesser amount, the required
minimum investment in the Fund is generally $500,000.

With respect to any separately managed account, such as the SMA, the client of such account
must be deemed a “Qualified Client” as defined in Rule 205-3 under the Investment Advisers
Act, as well as meet certain sophistication requirements. Minimum initial investment
requirements for a separately managed account vary depending on the agreement with the
client and are at TCS’ discretion.