The Ambrus Group LLC

ITEM 5 – FEES AND COMPENSATION
ADVISORY FEES

The following information describes how The Ambrus Group is compensated for the advisory
services we provide to our Clients. The specific manner in which fees are charged and the
compensation we receive differs amongst Clients, depending upon the applicable Investment
Management Agreement. The Ambrus Group reserves the right to negotiate our compensation with
each Client depending on the scope of our advisory relationship, and we may charge higher or lower
fees than are available from other firms for comparable services. The Ambrus Group has the general
discretion to waive all or a portion of our fees, but typically only exercises this discretion for our
employees and their friends and family.

In consideration for providing investment management services and in accordance with the
Investment Management Agreement with each Client, The Ambrus Group receives compensation
from Clients based both on (i) a specified percentage of assets we manage, and (ii) a performance
fee, as further described below and under Item 6. The specific terms applicable to each Client are
set forth in their respective Investment Management Agreement or other governing documents.

    Management Fees. The Firm generally charges a management fee based on a percentage of each
    Client’s assets under management, ranging from 0% to 2% per annum. Management fees may be
    calculated based on the Client’s net asset value as of a specific date or on the average net asset value
    during the relevant billing period.

    Management Fee Billing. Fee calculation and billing practices vary by Client. The Firm bills
    Clients on varying schedules (e.g., monthly or quarterly) which are either charged in advance or in
    arrears, depending upon the terms agreed upon with each Client. For Clients that are billed
    management fees in advance and terminate their relationship with the Firm mid-billing cycle, the
    Ambrus Group will prorate the management fee based on the remaining portion of the billing period
    and promptly refund any unearned management fees.

    For some Clients the fund administrator will calculate and deduct the management fee from the
    Client’s account(s). We will instruct the fund administrator to send Clients invoices detailing the
    advisory fees calculated and deducted from their account(s) when those fees are actually charged.
    These notices describe the method used to calculate the fee, the amount of the fee and the period
    covered by the fee. Other Clients will be invoiced and instructed to pay us directly.

    Additional Fees and Expenses. Clients will incur transaction charges and/or brokerage fees when
    purchasing or selling securities. These charges and fees are typically imposed by the broker-dealer
    or qualified custodian through which account transactions are executed. For more information on
    our brokerage practices, please refer to the “Brokerage Practices” section of this Brochure.

    The fees that Clients pay to our firm or affiliates for investment advisory services are separate and
    distinct from the fees and expenses charged by exchange traded funds (described in each fund’s
    prospectus) to their shareholders. The fees charged directly by exchange traded funds will typically
    include a management fee and other fund expenses which are normally referred to as the expense
    ratio. To fully understand the total costs associated with their investment portfolio, Clients should
    review all the fees charged by exchange traded funds, our firm, and others.

    In addition, the Funds shall be responsible for its investment and operating expenses, including,
    without limitation, the following:
        • expenses related to the research;
        • execution and monitoring of actual and prospective investment (whether or not
           consummated);
        • the consummation of investments, including, without limitation, the following:
               o third-party investment sourcing fees;
               o consulting fees;
               o expert fees;
               o fees and expenses of and related to obtaining research, analytics and market data1;
               o due diligence expenses including, without limitation, consulting and appraisal fees;
               o investment- and research-related travel expenses;
               o any outsourced trading provider fees;

 Including, without limitation, third-party data sources and any information technology hardware, software and data
subscriptions (such as Bloomberg and FactSet) or other technology incorporated into the cost of obtaining such research
and market data.

                 o brokerage and prime brokerage fees, commissions and expenses2;
                 o expenses relating to borrowing securities to be sold short;
                 o clearing and settlement charges;
                 o custodial fees and expenses;
                 o bank service fees;
                 o interest expenses and other borrowing costs;
                 o fees and expenses of proxy research and voting services;
                 o broken deal expenses;
                 o fees and expenses of third-party professionals3; and
                 o expenses relating to engagement with a company irrespective of the outcome of such
                   engagement4;
        •   fees and expenses incurred in connection with the amendment of Fund offering documents;
        •   fees and expenses of the Investment Manager incurred in connection with “world sky”
            matters and private placement regimes, including the European Alternative Investment Fund
            Managers Directive, and Form D and blue sky and similar fees and expenses;
        •   operational expenses, including, without limitation, the following:
                o fees and expenses relating to information technology hardware, software or other
...

TYPES OF CLIENTS

The Ambrus Group provides discretionary investment advisory services to the Funds, Sub-
Advisory Accounts and SMAs. For SMAs, the Ambrus Group does not impose a uniform
minimum investment amount. Instead, the required capital commitment is determined through
private negotiations between the Firm and each SMA client. With respect to the Funds, governing
documents set minimum amounts for investment by prospective investors.

Fund and SMA interests are offered and sold generally to investors that are (i) “accredited investors” as
defined under Regulation D of the Securities Act of 1933, as amended and (ii) “qualified clients” as
defined under the Advisers Act or “qualified purchasers”, as defined under the Investment Company
Act of 1940.