Waratah Capital Advisors Ltd

Item 5: Fees and Compensation

Certain clients pay to Waratah an asset-based investment management fee (“Investment
Management Fee”). Certain clients may also pay an allocation of profits earned in a Waratah
Fund or an SMA (the “Profit Allocation”) (which is sometimes referred to in a Waratah Fund’s
offering materials as the General Partner’s Allocation). The Profit Allocations charged to the
Waratah Funds are paid to the General Partner of the Waratah Fund. Generally, Profit
Allocations charged to SMAs are paid to Waratah directly or may be paid to the General Partner
of the particular SMA.

For clients invested in the Waratah Funds, the fund administrator calculates the Investment
Management Fee payable to Waratah. After advising Waratah of the fee amount, Waratah
instructs the administrator to debit the amount from the appropriate Waratah Fund’s account
and wires the fees to Waratah. For SMA clients, Waratah generally calculates the fee owing
and advises the client who then wires the amount due to Waratah. For other SMA clients, the
market values of clients’ accounts generally will be determined using an independent third
party service provider, unless Waratah and the client agree on an alternative source.

Waratah or the General Partner of the applicable Waratah Fund may, in its sole discretion,
waive all or part of any Investment Management Fee and/or Profit Allocation with respect to
certain investors, including employees, officers and affiliates of Waratah.

Generally, Investment Management Fees are paid monthly at the end of each month. The
monthly deduction is typically calculated as 1/12 of the annual Investment Management Fee
rate multiplied by each client’s month end net asset value. Profit Allocations are based on a
share of the profit or loss that is generated in the relevant client account. Profit Allocations
charged to the Funds are accrued monthly and paid annually. SMA Profit Allocations are
subject to terms of the specific investment management agreements.

Where applicable, taxes are also added to the Investment Management Fees that are paid by
clients. Clients are also responsible for custody, brokerage and other transaction fees.

If any advisory relationship terminates other than as of the end of the specified period used to
determine the market value of the account for the purposes of calculating compensation, fees
will be prorated and an adjustment made by Waratah. If a fee has been paid in advance, the
Investment Management Fees will be prorated and a reimbursement will be made by Waratah
to the client.

Additional Fees and Expenses: In addition to our Investment Management Fees, investors in the
Funds will indirectly bear all costs and operating expenses actually incurred in connection with
the business of the Waratah Funds as described in each Waratah Fund’s offering materials,
including, but not limited to:

   a. administrative fees;

   b. audit fees and tax preparation expenses;

   c. legal fees;

   d. custodial fees, registrar and transfer agency fees and expenses;

   e. insurance premiums related to the Waratah Fund(s);

   f. unit holder communication expenses;

   g. organizational expenses (amortized over five years) of the Waratah Fund, including
      expenses relating to the offer and sale of interests in the Waratah Fund;

   h. transaction processing system charges and other transaction fees;

   i.   regulatory fees and expenses of the Waratah Fund(s);

   j.   all reasonable extraordinary or non-recurring expenses;

   k. fees and expenses relating to the Waratah Fund’s portfolio investments, including the
      cost of securities, interest on borrowings net of credits on cash, stock borrow charges,
      related expenses payable to lenders and counterparties, brokerage fees, commissions
      and expenses and banking fees.

Certain other expenses borne by Waratah or a General Partner may be reimbursed by the
Waratah Fund from time to time.

Waratah does not benefit from transaction and brokerage costs incurred in client accounts
except to the extent of “soft dollars”. Please refer to the "Brokerage Practices" section (Item
12) of this Form ADV for additional information.

Item 7: Types of Clients

Waratah currently provides investment advisory services to the Waratah Funds and a SMA.
(See Item 4 for additional information.) Investment advice is provided directly to the Waratah
Funds, subject to the direction and control of the General Partner of each such Waratah Fund,
and not individually to the investors in the Waratah Funds. Waratah also provides investment
advisory services to a SMA. SMA clients currently include a Bermuda domiciled entity. Investors
in the Waratah Funds (including through feeder funds advised by Waratah) currently include
North American and global pension funds, endowments and other institutional investors and
North American high net worth individuals.

Account Minimums: Waratah does not as a matter of policy impose a minimum investment
amount for SMAs and assesses each potential engagement on a case-by-case basis. Waratah
Funds have minimum investment requirements, which may be waived in the discretion
Waratah or the General Partner of the Waratah Fund.