Ulysses Management LLC

ITEM 5.        FEES AND COMPENSATION

Private Investment Funds

Fund that invests in hedge funds and marketable securities:

We receive a quarterly management fee based on the capital in the Fund on the first day
of each quarter. We have the authority to deduct the fees from each Fund’s account.

Fund that invests in illiquid investments:

The Fund pays us a quarterly management fee as of the first day of each calendar quarter.
The management fee is generally based upon the Net Cash Value (as defined in the
agreement of limited partnership of the Fund) of the Fund’s investments. The management
fee is more fully described in the confidential private placement memorandum, agreement
of limited partnership or similar operating agreement and in other applicable documentation
of the Fund (hereinafter referred to as the “Fund Documents”). We have the authority to
deduct the fee from the Fund’s account. We may receive a management fee from any
special purpose vehicle we manage, which will be on terms described in, and agreed to,
in the operating agreement of any such special purpose vehicle.

If we cease to serve as the investment manager of any Fund (or any special purpose vehicle,
as applicable) prior to expiration of a calendar quarter, the management fee paid by that
Fund for such quarter will be refunded, pro rata, based on the number of days during
such quarter that we served as investment manager.

Separately Managed Account

The separately managed account generally pays us a management fee based on a percentage
of the assets being managed. Management fees are billed on a quarterly basis as of the
first business day of each calendar quarter. The fees are not deducted from the Client’s
account. The Client may generally withdraw from or terminate its separately managed
account under the terms specified in the investment management agreement. The
management fee for any period in which we manage the account for less than a full quarter
will be refunded pro rata, based on the number of days during such quarter that we served
as investment manager.

All terms and conditions including, but not limited to, withdrawal/termination, management
fees and refunds are negotiated on an account-by-account basis. Generally, marketable
securities held in the account are valued at fair value, investments in hedge funds are
valued at the net asset value as reported to us by each hedge fund (which may be quarterly
or annually), special investments (as defined in the respective investment management
agreement) are valued at cost and all other assets in a Client’s account are valued at fair
value as we determine.

Additional Fees and Expenses

Private Investment Funds

Additional fees and expenses for which the Funds (and any associated special purpose
vehicle) may be responsible are described in the Fund Documents of each Fund. Generally,
each Fund pays its operating costs. Operating costs are all expenses incurred in order to
hold, protect, purchase, sell, deliver and receive assets of the Fund including, without
limitation, brokerage fees and commissions, delivery charges, interest on margin accounts
and other indebtedness, borrowing charges, custodial fees and bank and service fees, costs
associated with trade errors, including costs of correction and/or remediation, all fees
and expenses for tax and accounting services required by the Fund, premiums for
insurance against liabilities which may arise out of the management of the Fund, all legal
fees of the Fund, all costs and expenses for research, including, without limitation, the
costs for research-related services, market data and pricing services, the cost of
publications and subscriptions, service contracts for quotation equipment and other
information services, and all other expenses which, in our judgment, are required to be
incurred in order to protect the assets of the Fund or in connection with the purchase, sale or
carrying of any security or investment.

Due diligence and other expenses relating to illiquid investments are operating costs, which
(i) in the case of a consummated illiquid investment will be added to the cost of that
investment or (ii) in the case of an illiquid investment not consummated will be charged to
those partners in the Fund who would have been allocated an interest in that investment had
it been made.

The Funds may compensate one or more investment professionals, other than Joshua
Nash, managing an identified portfolio/private equity investment of a Fund with an incentive
fee based on the performance of the identified portfolio/private equity investment, which
will be a cost of the Fund.

Separately Managed Account

A Client may incur additional fees and expenses including, but not limited to, brokerage
commissions, custodian fees and other transaction expenses. See Item 12 Brokerage
Practices below.

Neither we nor any of our “supervised persons” accepts compensation for the sale of
securities or other investment products.

We may elect to reduce, waive or calculate different management fees with respect to
certain Clients.

ITEM 7.        TYPES OF CLIENTS

We manage Funds that are exempt from registration under Section 3(c)(7) of the U.S.
Investment Company Act of 1940, as amended. We also serve as investment manager for
a special purpose vehicle and for the account of a private foundation controlled by the
family of a long-time business partner of the Nash family.