Westchester Capital Partners LLC

ITEM 5 - FEES AND COMPENSATION

This section describes our basic fee schedule. WCP reserves the right to negotiate all fees based
on individual client considerations, including but not limited to, number and frequency of reports
and client meetings, individual security investments versus common or collective funds or mutual
funds, investment guidelines and restrictions, and account size. We believe that our fees are
competitive with those charged by other investment advisers for comparable services, but other
firms may offer similar services for lower fees.

WCP is the general partner of HVP pursuant to an Agreement of Limited Partnership of HVP,
dated as of July 1, 2023, as amended, by and between WCP and HVP’s limited partners (the
“Partnership Agreement”). The Partnership Agreement provides that HVP will pay to WCP a cash
fee (the “Management Fee”), accrued and calculated monthly and payable in arrears as of the last
day of each calendar quarter. Each such quarterly payment of the Management Fee shall be equal
to the sum of the Management Fee calculated for each month in such calendar quarter, which
monthly calculation shall be equal to one-twelfth (1/12) of one percent (1.0%) of the net asset
value of HVP calculated as set forth in the Fund Documents. In addition, WCP is entitled to an
incentive allocation, which is an amount, allocated annually, equal to 20% of the Net Profits (as
defined herein) of HVP, if any, during each fiscal year. “Net Profits” during a period equals the
sum of net realized gains and dividends or interest plus or minus the change in unrealized gain or
loss as of the end, as compared to the beginning, of the period, less brokerage commissions, other
Fund expenses and management fees paid or accrued and such other expense items included under
the basis of accounting used by a Fund. Pursuant to a “high water mark” provision in the
Partnership Agreement, any cumulative net loss of a limited partner must be made up in full in
subsequent accounting periods before WCP is entitled to an incentive allocation. In addition, a
withdrawal or redemption by an investor from HVP is generally treated, for purposes of
determining incentive allocations or fees, respectively, as if the date of such withdrawal or
redemption were a fiscal year end. Certain investments in the Funds made by employees –
including through any entity established by such employee such as trusts, charitable programs,
family investment vehicles or estate planning vehicles – will typically not pay performance-based
fees.

WCP is the manager of the Master Fund, the “master fund” in a master-feeder structure which
HVP is a “feeder”, pursuant to a Management Agreement, dated as of May 31, 2005, as amended,
by and between WCP and Winchester Global Trust Company Limited, a Bermuda corporation
(“Winchester”), as trustee of the Master Fund (the “Management Agreement”). WCP does not
charge any fee to the Master Fund for its services under the Management Agreement or under the
Agreement and Declaration of Trust among HVP and Winchester, dated as of May 17, 2023, as
amended.

WCP’s fees are generally negotiated and fixed at the time that a Fund is formed. In addition, WCP
may enter into economic and/or other fee sharing arrangements with respect to one or more Funds
and/or certain investors therein, the rights of which will not generally be made available to other
investors.

WCP, in respect of HVP, deducts management fees from clients’ assets quarterly in arrears and
receives an incentive allocation directly from clients’ assets annually.

HVP and the Master Fund pay all other expenses related to their respective operations, including
legal and accounting fees, custodial fees, interest on borrowed funds, transfer taxes, brokerage
commissions, finder’s fees with respect to borrowed securities, fees and expenses for consulting,
research and statistical services and any extraordinary expenses such as litigation expenses. Please
refer to Item 12 - Brokerage Practices for more information on our brokerage practices. As an
investor in the Master Fund, HVP is also responsible for its pro rata share of the expenses of the
Master Fund. There is no duplication of investment management fees, prime broker fees or
administration fees, therefore to the extent that such fees are charged at the Master Fund level they
are not charged at the HVP level and to the extent that such fees are charged at the HVP level they
are not charged at the Master Fund level.

Subject to client-imposed restrictions if any, WCP may invest or recommend investment in open-
end and closed-end registered investment companies, ETFs and other pooled investment vehicles.
When WCP invests client assets in these investment vehicles, unless otherwise agreed and where
permitted by applicable law, a Fund may bear its proportionate share of fees and expenses as an
investor in the investment vehicle in addition to WCP’s investment advisory fees. The investment
vehicle's prospectus, offering documents or other disclosure documents contain a description of its
fees and expenses.

ITEM 7 - TYPES OF CLIENTS

WCP provides investment advice to pooled investment vehicles. The minimum purchase price of
a limited partnership interest in HVP is $500,000. However, WCP reserves the right to accept a
subscription of less than $500,000. All investors in HVP must be “qualified purchasers” within
the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”).