Vinci Partners USA LLC

Item 5          Fees and Compensation

The fees and expenses that are applicable to an investment are set forth and agreed to in each Client’s
governing documents, which may include a private offering memorandum, limited partnership agreement,
subscription and operating agreement, and investment management agreement or other agreements
(collectively, the “Governing Documents”). Investors and prospective investors must carefully review the
Governing Documents in which they are invested or may invest, to review the specific fees and expenses
applicable to their investment.

The Firm charges most Clients a management fee. The Firm also is eligible to earn performance-based fees
for the macro funds and certain fund of fund Clients, which are calculated as a percentage of the applicable
Client’s annual profits, including unrealized gains, subject to a “high water mark” provision. In the case of
the co-managed fund, the Firm only charges fees based on those assets advised by Vinci USA. The Firm does
not have a standard fee schedule as fees are based on various factors. In the case of the pooled investment
vehicles, the fees are based primarily on each fund’s respective strategy, which is clearly defined in their
respective Governing Documents. In the case of SMAs, fees are generally negotiable and based on various
factors including, without limitation, strategy, a client’s liquidity needs, and any restrictions the Client may
have placed on the Firm, etc. Fees are generally not-negotiable in the case of the pooled investment vehicles,
although Vinci USA, at its sole discretion, may enter into “side-letters” with certain investors, which could
grant those investors certain preferential terms including, but not limited to, reduced fees and certain
information rights. Management fees for the fund-of-fund business generally do not exceed 1% per annum
based on net assets and, if applicable, a 10% performance fee. In the case of the thematic funds, investors
generally incur management fee up to 2% payable monthly in arrears. Certain non-discretionary clients may
be offered and choose to pay Vinci USA a one-time fee at the time an investment is made instead of paying
an ongoing management fee.

Clients pay the Firm’s fees in accordance with their respective Governing Documents, which may be either
invoiced by Vinci USA or debited directly from their accounts. The frequency with which fees are deducted
may vary according to the type of service provided and Client.

In addition to the Firm’s management and performance-based fees, Clients generally bear all expenses related
to their investment program, including, but not limited to: brokerage commissions; expenses related to buying
and selling securities; fees and expenses related to any custodians; interest and other borrowing expenses. In
the case of pooled investment vehicles, additional expenses will be incurred in accordance with their
respective governing documents. These additional expenses can include items such as travel expenses
incurred by the Firm to perform research; legal, administrative, accounting, tax and audit expenses; systems
expenses (trading and back-office), the cost of which may be spread among all Clients that utilize such
services; expenses related to preparing and distributing reports, financial statements and notices to investors;
and the cost of periodically updating the offering documents and any supplements or investment management
agreements (as applicable). Clients should refer to their investment management or other similar agreements.
Investors should refer to their respective fund’s Governing Documents for a detailed discussion of the
expenses allocated to and paid by their respective fund.

In the case where the Firm invests Client assets with other investment managers, Clients will incur additional
investment management fees and, in certain cases, additional performance-based fees. Such fees are typically
similar to those discussed above related to the pooled investment vehicles. Investors in these funds bear these
layered fees and costs directly or indirectly, and the overall cost of investing in a fund-of-funds will usually
be higher than investing directly in the underlying investment funds. In some cases, the underlying funds or
strategies may only be available to the Client through a fund-of-funds. This layering of fees and costs affects
the overall performance of the investment and is best suited to long-term investors. The Firm may invest

 Vinci Partners USA LLC - Firm Brochure                                                     6|Page

Client assets in pooled investment vehicles advised by Vinci USA or its affiliates, which creates an incentive
to make investments in such pooled investment vehicles to earn additional fees, which may not be in the best
interest of a Client. However, Vinci USA has adopted procedures to address such conflicts, which include
portfolio management and investment allocation review.