Westport Capital Partners LLC

Item 5 - Fees and Compensation
Under the Advisory Agreement with each of the Funds, Westport is entitled to compensation for
its services in the form of an annual management fee (the “Management Fee”), payable quarterly
in advance, which is typically between 0.75% and 1.5% per annum. For the Hedge Funds, the
management fees are charged based on the net asset value of each investor’s capital accounts for
the applicable calendar quarter. For the Private Equity Funds, during the investment period
management fees are charged based on capital commitments, and thereafter management fees are
charged based on invested capital. The Management Fee for the Funds is offset by any additional
fees, such as property management fees, acquisition fees and company advisory fees, received by
Westport. For the Managed Accounts, the management fees are charged based on the net asset
value of each investor’s capital accounts for the applicable calendar quarter, payable quarterly as
described in the relevant Advisory Agreement.

As set forth in Item 6 below, Westport and/or the General Partners of the Funds are each also
eligible to receive performance allocations and/or carried interest allocations, which are typically
between 0% and 20% of the relevant fund's net capital appreciation or profit, and subject to certain
adjustments or other terms, as applicable. The Fund offering and organizational documents or
Advisory Agreement for each Client, as applicable, include further details on fees, compensation
and related matters. Management Fees and performance-based allocations or carried interest
allocations are paid directly by the Clients, which are subsequently either deducted from an
investor’s assets invested with Westport at the payment date or withheld from distributions.

Additional Fees and Expenses:

Westport’s advisory fees do not include all of the fees that Fund investors and Managed Account
investors may bear. In addition to Westport’s Management Fee and performance-based allocations
or carried interest allocations, Fund investors will bear indirectly as partnership expenses their pro
rata share of any fees and expenses charged by Westport or the General Partners to the Funds, and
deducted directly from the Funds, and Managed Account investors may pay similar fees and
expenses directly. Those fees will vary, but typically include professional fees such as legal and
accounting fees, and these fees and/or expenses may be paid directly to third parties. Fund
investors and Managed Account investors may bear the following fees and expenses:

       •       Legal Fees;
       •       Administrative Fees;
       •       Professional Fees (including, without limitation, expenses of architects, engineers,
               consultants and experts);
       •       Taxes;
       •       Insurance;
       •       Audit Fees;
       •       Brokerage Commissions;
       •       Corporate Licensing Fees;
       •       Bank Service Fees;
       •       Transaction Fees;

       •       Custodial Fees;
       •       Investment-related and marketing-related travel expenses;
       •       Organizational Costs; and
       •       Investment-related expenses (including fees and expenses relating to proposed but
               unconsummated investments).

In addition, for certain investments the Funds and/or the Managed Accounts organize special
purpose vehicles for the purpose of (a) making certain investments, including on a joint-venture
basis and/or (b) incentivizing and compensating operating partners. Each special purpose vehicle
may be directly or indirectly and wholly- or partially-owned by the Funds and/or the Managed
Accounts. Without limiting the rights of the Funds and/or the Managed Accounts to organize
special purpose vehicles, the Funds and/or the Managed Accounts may utilize special purpose
vehicles to make certain investments if, in the sole discretion of the General Partner of each such
Fund or the investment manager of each such Managed Account, the use of such vehicles would
allow the Funds and/or the Managed Accounts to overcome legal or regulatory constraints or invest
in a more tax efficient manner, would facilitate participation in certain types of investments or
would otherwise be beneficial for the Funds and/or the Managed Accounts. Certain special
purpose vehicles provide for a management fee, development fee, other fees and/or incentive
compensation (including carried interest) paid to the operating partner or a related party of the
operating partner, and such fees and/or incentive compensation are paid by the Funds. Neither
Westport, the investment manager of the Managed Accounts, the General Partners of the Funds nor
their respective affiliates will participate directly or indirectly in any such fees or other
consideration.

The foregoing list and description are not exhaustive; Fund investors and Managed Account
investors should review the applicable Fund offering materials and organizational documents or
Advisory Agreement, as applicable, for a more extensive description of the fees and expenses
associated with an investment in the Funds and Managed Accounts.

Item 7 - Types of Clients
Westport manages the Funds and Managed Accounts. The Managed Accounts are separately
managed accounts managed on behalf of individual or institutional investors pursuant to
Advisory Agreements. The Funds are pooled investment vehicles, whose investors purchase
ownership interests in the Fund(s). The Funds’ investors consist primarily of:

       •       Endowments and foundations;

       •       State and municipal government agencies;

       •       Public and private retirement and pension plans;

       •       Insurance companies;

       •       Investment companies;

       •       Trusts and estates;

       •       Charitable organizations;

       •       Corporations; and

       •       Business entities other than those listed above.

All investors are subject to applicable suitability requirements identified in each Fund’s offering
and organizational documents and relevant Advisory Agreement, as applicable. Each investor in
the Funds must be an “accredited investor” as defined in Regulation D under the Securities Act of
1933, as amended, and investors in certain Funds must be “qualified purchasers” as defined in the
Investment Company Act of 1940, as amended (the “Investment Company Act”). All potential
clients for a Managed Account must go through certain suitability and compliance procedures prior
to the acceptance of any investment mandate.