Winston Capital Management LLC

ITEM 5 – FEES AND COMPENSATION

Item 5.A   Describe how you are compensated for your advisory services. Provide your fee
           schedule. Disclose whether the fees are negotiable.

           Winston typically charges fees that are based upon a set percentage of assets
           under management and may receive performance-based compensation. Set forth
           below are summaries of the fees payable by investors in the Advisory Clients. It
           should be noted that detailed disclosure about the fees and other expenses
           applicable to the Advisory Clients is either provided in: (i) the operative
           documents for the applicable Winston Fund/Customized Fund; or (ii) the
           advisory agreement with Axcelus.

           Winston charges an asset-based Management Fee that ranges from 0.5%-1% per
           annum of the amount an investor invested in a particular Winston Fund, with the
           exception of the Asia Fund and Asia Fund Offshore which are both undergoing
           liquidation. With the exception of the Hedged Equity Fund, the Management Fee
           of each of the Winston Funds is determined as of the first business day of each
           calendar quarter and is payable quarterly in advance. The Management Fee of
           the Hedged Equity Fund is determined as of the last business day of each calendar
           quarter and is payable within ten days of such date. The Management Fee is
           prorated for amounts held for less than a full calendar quarter.

           Winston may also be entitled to receive a performance-based fee that ranges from
           3%-5% of net profits per annum, subject to a loss carry forward provision. Such
           performance fee is payable at the end of each fiscal year. In the event an investor
           withdraws/redeems prior to the end of the fiscal year, the performance fee will be
           charged at the time of the withdrawal/redemption and will be calculated based on
           the period from the beginning of the current fiscal year through the date of
           withdrawal/redemption. Investors in the Global Fund who invested prior to
           January 1, 2002, are not subject to a performance-based fee.

           Winston reserves the right to enter into side letters or other arrangements whereby
           certain large or strategic investors and other Advisory Clients may receive lower
           Management Fees/performance fees in the future. In addition, investments in the
           Winston Funds made by the Customized Funds, Winston, its employees or related
           persons are not subject to the Management Fee or performance based fee
           described above.

           The Customized Funds are each subject to different terms and fees as such fee
           arrangements and terms are individually negotiated between Winston and the
           respective Customized Fund.

           With respect to each of the Axcelus Accounts, Winston shall receive a fixed
           management fee, payable quarterly in arrears, ranging from 0.10% to 1% per
           annum. The fixed management fee varies depending on the investment vehicle
           to which Winston has directed assets in the Axcelus Accounts.

           It is critical that investors refer to their respective Advisory Client’s
           governing documents for a complete understanding of how Winston is
           compensated for its advisory services. The information contained herein is

           a summary only and is qualified in its entirety by the relevant governing
           documents.
Item 5.B   Describe whether you deduct fees from clients’ assets or bill clients for fees
           incurred. If clients may select either method, disclose this fact. Explain how often
           you bill clients or deduct your fees.

           Winston deducts fees from each of the Winston Fund’s and the Customized
           Fund’s assets, with the exception of the Asia Fund and Asia Fund Offshore which
           are both undergoing liquidation. Investors in the Winston Funds and the
           Customized Funds do not have the ability to choose to be billed directly for fees
           incurred.

           Please see the response to Item 5.A above for a summary of how often Winston’s
           fees are deducted.

           In the case of the Axcelus Accounts, Winston generally bills the Axcelus
           Accounts for fees incurred. The Axcelus Accounts have the ability to choose to
           be billed directly for fees incurred. The Axcelus Account is billed quarterly in
           arrears.

           It is critical that investors refer to their respective Advisory Client’s
           governing documents for a complete understanding of how Winston is
           compensated for its advisory services. The information contained herein is
           a summary only and is qualified in its entirety by the relevant governing
           documents.
Item 5.C   Describe any other types of fees or expenses clients may pay in connection with
           your advisory services, such as custodian fees or mutual fund expenses. Disclose
           that clients will incur brokerage and other transaction costs, and direct clients to
           the section(s) of your brochure that discuss brokerage.

           The offering documents of the Winston Funds set forth the fees and expenses to
           be paid. Prospective investors should carefully review the respective Winston
           Fund governing documents prior to investing.

           Each of the Winston Funds bears its own ongoing expenses, including, without
           limitation, all fees and compensation paid to underlying Managers or Portfolio
           Funds; expenses related to existing and potential investments in underlying
           Portfolio Funds; research-related data services and equipment; audit, accounting
...

ITEM 7 – TYPES OF CLIENTS

Describe the types of clients to whom you generally provide investment advice, such as individuals, trusts,
investment companies, or pension plans. If you have any requirements for opening or maintaining an
account, such as a minimum account size, disclose the requirements.

As described in Item 4.A, Winston provides investment advisory services to private investment funds and
accounts established for the benefit of policyholders of Axcelus Financial Life Insurance Company formerly
Lombard International Life Assurance Company, and prior to that, Philadelphia Life Assurance Company,
and prior to that, American Guardian Life Assurance Company, a Pennsylvania life insurance company.

Winston imposes a $500,000 minimum initial investment amount for investors in the Winston Funds and
the Customized Funds. The minimum investment amounts are subject to waiver but in the case of the
Global Fund Offshore, the Asia Fund Offshore and the Hedged Equity Fund, the minimum investment
amount will not be reduced below $100,000. In addition, investors in the Global Fund Offshore, the Asia
Fund Offshore and the Hedged Equity Fund must maintain an investment of at least $250,000, or such
lesser amount as the Global Fund Offshore, the Asia Fund Offshore and the Hedged Equity Fund, acting
through their Directors, may determine.

Investors in the Customized Funds and the Winston Funds (with the exception of certain investors in the
Hedged Equity Fund that subscribed prior to January 1, 2011), must be “qualified purchasers” as such term
is defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and “accredited
investors” under Rule 501 of Regulation D of the Securities Act of 1933, as amended. Investors in the
Hedged Equity Fund that subscribed prior to January 1, 2011 must be accredited investors and “qualified
clients” as defined in Rule 205-3 under the Advisers Act.