Verdis Investment Management LLC

ITEM 5: FEES AND COMPENSATION

Fees & Expenses

      Private Fund Fees and Expenses

      The Adviser and its Relying Adviser receive various fees from the Private Funds that are
      negotiated at the time of formation of the Private Fund. Details of these fees are set forth
      in the relevant Private Fund’s Governing Documents.

      Private Funds generally charge a fee based on a percentage of the net asset value (“NAV”)
      of or total commitments to the fund, as set forth in the fund’s Governing Documents
      (“Management Fee”) payable to the Adviser, Relying Adviser or the relevant fund’s
      general partner (“General Partner”). Some Private Funds may include classes which pay
      performance-based fees or allocations (“Incentive Allocations”), which may be calculated
      based on either NAV or of or total commitments to the fund, as set forth in the Governing
      Documents payable to the Adviser, Relying Adviser or the relevant General Partner
      Incentive. Allocations will comply with Section 205 of, and Rule 205-3 under, the
      Investment Advisers Act of 1940, as amended (“Advisers Act”).

      Management Fees will be pro-rated when services are provided by the Adviser for less than
      a full billing period. Incentive Allocations, if any, are assessed annually and in accordance
      with the Private Fund’s Governing Documents and will be assessed upon withdrawal of
      capital by an Investor or liquidation of an underlying fund, if such withdrawal or liquidation
      occurs on a date other than the standard assessment date.

      Incentive Allocations are generally calculated and charged separately (and, in certain
      instances, with respect to each capital contribution or subscription made by an Investor
      without any “netting”), all as described in the Private Fund’s Governing Documents.

      In addition to the fees associated with each Private Fund, each Investor bears a pro rata share
      of the fees charged by, and the expenses of, the Vehicles in which the Private Fund invests
      (e.g., management and incentive fees charged by a Manager of a “sleeve account” or pooled
      vehicle in which assets of a Private Fund are invested). Incentive Allocations and other
      arrangements where the incentive to achieve gains may exceed the disincentive to suffer
      losses may cause an adviser to choose investments that are riskier or more speculative than
      might otherwise have been chosen.

      The particular fees applicable to Private Funds employing each strategy are set forth in detail in
      each fund’s Governing Documents; however, fees may change over time and different fee
      schedules may apply if the Adviser adopt new investment strategies, establishes additional
      Private Funds in an existing strategy or accepts discretionary clients other than the Private
      Funds.

      Different Investors in the same fund may pay different fees due to the General Partner’s
      discretion to allow Investors (including, but not limited to, employees or those with familial
      relationships with the Adviser) to pay different fees. In particular, the Adviser may (but is

not obligated to) waive or reduce Management Fees and Incentive Allocations for Investors
who are employees, family members, or family entities of the Adviser and for Wealth
Advisory Clients. Additionally, the General Partner’s capital account will not be subject to
Management Fees or Incentive Allocations (though such Incentive Allocations may be
accomplished through transfers from relevant Investors’ capital accounts to the General
Partner’s capital account). Except as otherwise agreed, the Adviser is not obligated to waive
or reduce fees for any other Investor when offering such waivers or reductions to a
particular Investor.

Each Private Fund bears the expenses of its operations, including interest expense
associated with any borrowing by a Private Fund under a line of credit or similar facility.
The Private Funds will also bear a pro rata portion of the expenses of each underlying
investment made by the Private Funds, including the fees payable to the underlying
Managers. The Private Funds are responsible for insurance expenses of the Private Funds,
as well as certain investment-related expenses, including compliance expenses, due
diligence costs including background checks on managers, legal review of underlying
manager documents, subscriptions to industry related publications and investment-related
travel, including conferences and manager visits. The Private Funds pay their pro rata share
of certain investment-related expenses, including fees for access to databases and the costs
of portfolio management hardware and software. The Private Funds also pay the continuing
expenses of offering the interests (exclusive of placement fees) and all of their own
overhead and administrative expenses, including fees payable to the Private Funds’
administrator, including filing fees, legal expenses, tax preparation expenses and the fees
associated with an annual audit.

Separate Account Fees and Expenses

The specific fee terms for Separate Account clients are subject to negotiation between the
Adviser and the Separate Account client. Separate Accounts will generally be charged a
Management Fee, however different fee arrangements may be created. The Separate
Account strategies may also be charged an Incentive Allocation, the specific terms of
which are included in the Governing Documents for the applicable Separate Account.

Except as otherwise provided in the Governing Documents, each Separate Account client
generally bears all of its investment and trading expenses and most or all of the other
expenses listed above as Private Fund expenses. More detailed information about specific
fees and expenses that clients may pay or bear and the timing of the fees that the Adviser
...

ITEM 7: TYPES OF CLIENTS

The Private Funds are typically organized as Delaware limited partnerships, with the Advisers or
an affiliate serving as a General Partner. Where an affiliate serves as General Partner, it is expected
that the affiliate will be wholly-owned by the Adviser or its principals.

Verdis manages Separate Accounts that are tailored to the individual needs of the Investor. When
deemed appropriate for a large and/or strategic Investor, Verdis may establish a Separate Account
that tailors its investment objectives to those of the specific Investor and/or is subject to different
terms and/or fees than those of the Private Funds.

Personnel of the Adviser (including, but not limited to, portfolio management personnel
responsible for the management of the Private Funds) who are “knowledgeable employees” (as
defined in Rule 3c-5 under the Investment Company Act of 1940) or who meet the Private Fund’s
eligibility criteria may invest in the Private Funds. Verdis itself, its affiliates or its related persons
may also hold investment and/or General Partner interests in Private Funds and may have different
compensatory, investment or monetary interests in such Private Funds, including some which
follow similar, complementary or competing strategies.

Wealth Advisory Clients include Separate Accounts principally for Still Pond’s principals,
employees and their respective family members/family entities. Wealth Advisory Clients are
typically individuals or trusts. Still Pond, along with each Wealth Advisory Client, will produce
Governing Documents which detail the level of discretion Verdis has over the Client’s assets. In
some instances, Still Pond does not have discretion and in others it does.

Investment Minimums
Each Private Fund may establish investment minimums, which may vary from strategy to strategy
or within a strategy. Please refer to each funds’ documents for additional information. For Wealth
Advisory Clients, Still Pond generally requires a minimum of $20 million in investible assets for
an Investor.

Capacity Limitations
Verdis believes that certain investment strategies (in particular, those which focus on illiquid or
less liquid asset classes) could potentially be subject to reasoned capacity limitations in order to
facilitate effective management of Clients following that strategy. Verdis believes that such
capacity limitations are properly based on the prevailing trading volume and liquidity within the
relevant market generally and for specific potential investments within the relevant asset class.
Verdis periodically monitors liquidity and trading experience to assess its ability to effectively
establish new positions or exit existing positions on behalf of Clients utilizing the relevant strategy
without undue market impact or risk of undue delay in executing transactions. Verdis seeks to
preserve its ability to consistently execute its investment discipline with sufficient flexibility and to
adhere to the risk controls and investment guidelines applicable to relevant Clients within such
strategy, including those related to the number and size of positions held therein. Based on these
factors, Verdis may establish and periodically review capacity limitations applicable to each
investment strategy and may, in its discretion, determine to cease accepting new investments
and/or to limit additional contributions to existing Clients based on those capacity limitations.
Consequently, Verdis may, in its discretion, open, close or restrict any investment strategy to new

investments from time to time. When Verdis determines to restrict new investments, it may in its
sole discretion accept or reject in whole or in part any request to invest in a Private Fund associated
with that strategy, without regard to the amount of net subscriptions accepted for any other Private
Fund employing the strategy. Capacity limits may be waived or modified by Verdis, on a case- by-
case basis.