Weiss Asset Management LP

Item 5.        Fees and Compensation

In consideration for the investment management services that Weiss provides to the Funds, Weiss and its
affiliates receive fees and other compensation from the Funds. This compensation generally takes the form of
an asset-based management fee (the “Management Fee”) and/or performance-based compensation that is
dependent on the investment performance of the portfolio under management for the relevant Fund (the
“Performance-Based Compensation”), each paid to Weiss in accordance with its Investment Management
Agreement with the relevant Fund.

The Funds generally offer investors the opportunity to subscribe for two different types of shares (in the
context of the Cayman Fund) or interests (in the context of the U.S. Fund). These two different types of
investments that investors may make in the Funds are referred to as (1) “Funded Shares” or “Funded Interests,”
and (2) “Commitment Shares” or “Commitment Interests,” as applicable. Funded Shares and Funded Interests
are paid for by the investor up-front and participate in the gains and losses of the relevant Fund as of their
subscription date. Commitment Shares and Commitment Interests, by contrast, are unfunded upon issuance
and represent a commitment by the Investor to fund a certain amount (the “Conversion Amount,” as such term
is defined in the applicable offering memorandum) at a later date, upon the receipt of notice from the applicable
Fund. Investors that make aggregate subscriptions for Funded Shares and/or Funded Interests over a certain
threshold specified in the respective offering memoranda of the Funds have the option to irrevocably elect for
all of their Funded Shares and/or Funded Interests to be considered “Institutional Shares” or “Institutional
Interests”, as applicable. With respect to Funded Shares and Funded Interests that are not Institutional Shares
or Institutional Interests, a Management Fee is payable quarterly in arrears, in an amount generally equal to
0.125% (approximately 0.5% annualized) of the net asset value of (i) each series of shares in the context of
the Cayman Fund, and (ii) each limited partner’s capital account in the context of the U.S. Fund, in each case
as computed at the end of each quarter (before deducting the Performance-Based Compensation, as defined
below), and is subject to modification for any particular investor as may be negotiated between the relevant
Fund and the particular investor. No Management Fee is charged in respect of any Commitment Shares or
Commitment Interests, or in respect of any Institutional Shares or Institutional Interests. Additionally, an
investor in a Fund who subscribes for new Funded Interests or Funded Shares or converts Commitment Shares
or Commitment Interests into Funded Shares or Funded Interests (by contributing the applicable Conversion
Amounts) other than on the first day of a calendar quarter, or who withdraws from or redeems (as applicable)
other than on the last day of a calendar quarter (and, in each case, who does not elect for such Funded Shares
or Funded Interests to be considered Institutional Shares or Institutional Interests, as applicable) will be subject
to a pro rata portion of the Management Fee paid for such quarter based upon the portion of the calendar
quarter for which such Funded Shares or Funded Interests were outstanding in such Fund. The Management
Fee is paid by the Funds to Weiss after the conclusion of each calendar quarter.

In addition, Weiss or an affiliated entity receives Performance-Based Compensation from each Fund.
Generally, at the end of each fiscal year (or other period when a calculation of performance compensation is
required), each Fund will pay (or allocate) to Weiss or the U.S. Fund General Partner, as applicable,
Performance-Based Compensation in an amount generally equal to 20% of the aggregate net profits during
such fiscal year that (i) for the Cayman Fund are attributable to each series of Funded Shares and (ii) for the
U.S. Fund are attributable to each capital account maintained for a limited partner in respect of any Funded
Interests, subject in each case to a high watermark and as may otherwise be negotiated between the relevant
Fund and any particular investor. No Performance-Based Compensation is paid or allocated, as applicable, in
respect of any Commitment Shares or Commitment Interests. Net profits and net losses are calculated for a
period by combining the aggregate net realized and unrealized changes in the value of each Fund’s assets with
all other items of income and expenses of any kind for such period. In the event that any series of shares or
any capital account of a limited partner has unrecovered net losses from any prior relevant accounting period,
Weiss or the U.S. Fund General Partner, as the case may be, will not be paid or allocated Performance-Based

Compensation with respect to such series of shares or capital account until such net losses have been recovered
(which net losses are proportionately reduced by any redemptions or withdrawals from such series of shares
or capital account, respectively). In the event of a redemption or withdrawal by an investor in a Fund on any
date other than the last day of a fiscal year, the Performance-Based Compensation in respect of the amount
redeemed or withdrawn will be computed as of the date of such redemption or withdrawal. Unrealized
appreciation and depreciation relating to investments segregated by a Fund as “Designated Investments”
because they may be illiquid or difficult to value would generally not be allocated to a shareholder’s series of
shares or a limited partner’s capital account, as applicable, for purposes of determining the Performance-Based
Compensation until such Designated Investment is sold or the relevant Fund otherwise determines that it
should no longer be treated as a Designated Investment.
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Item 7.       Types of Clients

As noted in Item 4, Weiss is an investment adviser to two pooled investment vehicles, the Funds, which are
privately offered open-end hedge funds. The Funds are exempt from registration as investment companies
under the Investment Company Act and are not publicly offered in any jurisdiction.

At the time an investor makes an investment, each investor in the U.S. Fund and each U.S. investor in the
Cayman Fund, must be (i) both an “accredited investor,” as defined in Regulation D under the Securities Act
of 1933, as amended (the “Securities Act”) and a “qualified purchaser,” as that term is defined in Section
2(a)(51) of the Investment Company Act, or (ii) a “knowledgeable employee” as that term is defined in Rule
3c-5 of the Investment Company Act. Prior to April 1, 2019, the Funds relied on the exclusion from the
definition of investment company in Section 3(c)(1) under the Investment Company Act; since that date, the
Funds have instead relied on the exclusion in Section 3(c)(7). The U.S. Fund does not impose a minimum
capital commitment for any investor. The minimum initial investment in the Cayman Fund is $50,000, or such
other minimum amount as specified from time to time by the relevant authorities in the Cayman Islands.

Weiss may serve as investment manager for additional funds, special purpose vehicles or separate accounts in
the future (“Other Accounts”).