Wembley Strategic Advisory LLC

Item 5 - Fees and Compensation

Separately Managed Account Fees. Separately Managed Accounts generally pay an annual
management fee (the “Management Fee”) which will vary depending on a Separately
Managed Account; however, the Management Fee will not to exceed 2% of the net asset value
(“NAV”) of Separately Managed Account. The Management Fee is an annual flat fee for
Wembley’s discretionary and advisory services, regardless of Separately Managed Account's
NAV, payable quarterly in advance as described in more detail in each Separately Managed
Account’s IMA. The Separately Managed Account Clients shall direct or otherwise cause the
custodian to deduct and pay such Management Fee from the Client Account to Wembley
within 30 days after receipt of Wembley’s invoice for the relevant period. The Separately
Managed Accounts may also select to pay the Management Fee separately from the custodian
account. If there are insufficient assets in the Separately Managed Accounts to pay the
Management Fee or Performance Fees (described below under “Item 6- Performance-Based
Fees and Side-By-Side Management”), Wembley could sell assets in the Separately Managed
Accounts as necessary to generate sufficient cash to pay such fees.

The Management Fees may vary based on the size of a Separately Managed Account,
complexity of the portfolio, extent of activity in the account or other reasons agreed upon by
Wembley and a Separately Managed Account in accordance with the applicable Client’s
Governing Documents. The calculation, timing and amount of such compensation, as well as
any adjustments to be made to such amounts, will be agreed upon by the Separately Managed
Account and Wembley, and set out in the IMA and/or in the Separately Managed Account’s
Governing Documents.

For Private Investments that are pursued under a separate agreement, Clients will approve
due diligence expenses and be responsible for reimbursing Wembley pursuant to terms of
separate agreement.

Wembley’s Management Fee includes compensation for the advisory services however Clients
are responsible for all trading commissions, expenses or charges related to (a) custodial
services provided for the Client Accounts, (b) transactions effected for the Client Accounts
or (c) any other service provided for the Client Accounts by any person other than Wembley.
Any such additional fees, commissions, expenses or charges shall be borne by each respective
Client in accordance with such Client’s Governing Documents.

Fund Fees. The Funds compensate Wembley for its advisory services through Management
Fees, payable in advance in United States Dollars on a quarterly basis. Each Fund has a specific
fee structure and Management Fees charged are up to 2%. Wembley is also entitled to receive

Wembley Strategic Advisory, LLC                                            Form ADV Part 2A

carried interest (described below under “Item 6- Performance-Based Fees and Side-By-Side
Management”).

The Funds also pay organizational and legal costs to structure the vehicles administrative,
accounting, auditing, operating costs and out of pocket expenses associated with disposing of
investments, valuation and other such expenses as more fully described in the respective
Fund’s Governing Documents.

Fund of Funds Fees. Wembley’s Clients also utilize a “fund-of-funds” investment strategy,
pursuant to which their assets will be invested with other investment advisers. Investment
management compensation is charged to Clients both by the Firm and by the investment
advisers with which assets are invested. As a result, Clients will bear multiple investment
management fees, which in certain cases include both fees based on assets under management
(or committed capital) and fees based on capital appreciation, which in the aggregate can
exceed the compensation which would typically be incurred by an investment with a single
portfolio manager.

Wembley or a general partner generally has the discretion to negotiate, waive, modify or
reduce the fees and/or allocations to be paid or made with respect to any investor or class of
investors in a Client, including Wembley’s affiliates or employees.

Clients and prospective investors in the Funds should carefully review the
Governing Documents of the applicable Client for further information about the
fees charged to investors. Such documents are available only to investors who are
eligible to invest in such Client, as determined in the sole discretion of Wembley.

Item 7 - Types of Clients

Wembley provides investment advice to ultra-high net worth individuals, their families and
institutional investors who seek to obtain investment exposure to identified equity and equity-
related securities, fixed income, currencies, commodities, structured credit products, direct
and indirect investments in real estate and other assets, and alternative investments through
Separately Managed Accounts and the Funds that are designed to invest and reinvest their
capital over time.

Interests in the Funds are purchased only by eligible investors who are “accredited investors”
for purposes of Section 3(c)(1) within the meaning of Rule 501 of Regulation D of the
Securities Act.

The investors in the Funds generally include high net worth individuals. The investors in the
Funds can include other types of investors from time to time.

Side Letters. Wembley on its own behalf or on behalf of a Client, without the approval of
any investor or any other person, has entered into certain side letters or other supplemental
agreements with one or more investors that have the effect of establishing rights under, or
altering or supplementing the terms of, or providing an interpretation of, certain provisions of
a Client’s Governing Documents (each such side letter, agreement or contract, a “Side
Letter”), including, without limitation, varying fee structures or economic arrangements,
allowing for varying arrangements with respect to the scope and frequency of information
provided about the Client or its assets, adjustments to otherwise applicable Client
distributions or providing for more favorable transfer terms. Any terms contained in a Side
Letter to or with a Side Letter grantee will govern with respect to such Side Letter grantee
notwithstanding the provisions of the Governing Documents. The general partner will make

Wembley Strategic Advisory, LLC                                              Form ADV Part 2A

available to each investor a compilation of all of the substantive provisions (except as provided
in a Client’s Governing Documents) of all such Side Letters promptly after the offering
expiration date and if specially requested by an investor and investors are permitted to obtain
certain of the rights under such Side Letters to the extent provided in a Client’s Governing
Documents. However, unless otherwise agreed by the general partner in writing, an investor
will be unable to elect to receive the benefit of such Side Letters and, as a result of such Side
Letters, certain investors could receive additional rights or benefits which other investors will
not receive. Investors will have no recourse against a Client, the Firm and/or any of their
affiliates in the event that certain investors receive additional and/or different rights and/or
terms as a result of such Side Letters.