Bayard Asset Management LLC

Item 5 - Fees and Compensation

The extent and specific manner in which our clients pay management fees and/or
performance-based compensation are set forth in each client’s applicable written
agreement with us (and, with respect to the Fund, in its offering documents). We generally
deduct our management fees from the accounts of the Fund monthly in advance. Once
paid, the management fee is non-refundable. Generally, we receive performance-based fees
or allocations from client accounts on an annual basis in arrears and upon withdrawals by
investors in the Fund. Management fees and performance-based fees or allocations are
generally not refundable, including upon the termination of the advisory contract. The
Subadvised Accounts and any separately managed accounts that we may manage will be
charged fees on a case-by-case basis, which may include management fees and/or
performance-based compensation.

In addition to those fees and charges described above, the expenses that are charged to each
client are determined according to the specific terms of the client’s applicable written
agreement with us (and, with respect to the Fund, as described in its offering documents).
The expenses that are charged to the Subadvised Accounts and any separately managed
accounts that we may manage are negotiated on a case-by-case basis.

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Generally, the Fund is currently obligated to pay, or reimburse Bayard or its affiliates for
advancing, the Fund’s expenses, including, without limitation, expenses directly or
indirectly related to its operations and trading transactions and positions for its account,
including, but not limited to: the management fee and investment management expenses,
interest expense, brokerage commissions, custodial fees, research and due diligence fees
and expenses (including any research and/or due diligence related travel) and materials
(including online news and quotation services, computer hardware and software used for
research, Bloomberg service, etc.), order management systems, withholding and transfer
taxes imposed on it, blue sky fees, initial and periodic legal, audit, administration and
accounting fees and expenses, investor reporting costs, insurance expenses, consulting fees
and expenses, professional fees and expenses, and other similar fees and expenses.

Management fees and/or performance-based compensation may be reduced or waived in
certain circumstances, including with respect to investments by Bayard personnel and/or
other related persons of Bayard in the Fund.

Clients other than the Fund, such as the Subadvised Accounts or any other separately
managed accounts that we may manage, may have management fees, performance-based
compensation and/or expense arrangements that differ in one or more respects from those
applicable to the Fund.

To the extent we incur any expenses for the benefit of one or more private investment funds
and/or separately managed accounts, we generally will allocate such expenses in a
reasonable manner among such private investment funds and/or separately managed
accounts.

We may allocate a portion of certain clients’ capital to money market funds, exchange-
traded funds or similar fee-bearing products or private investment funds and accounts that
are managed by other investment managers. In that case, such client accounts generally
would be responsible for paying the fees and expenses associated with such products,
which would be in addition to the fees and expenses discussed above.

For a summary of our brokerage practices, please see Item 12 below.

Item 7 - Types of Clients

We primarily provide investment advice to clients who are private investment funds.
Investors in such private investment funds may at any time include one or more of the
following: high net worth individuals, family offices, funds of hedge funds, endowments,
foundations, trusts, charitable organizations, pension plans, and corporate or business
entities that generally qualify as “accredited investors” (as defined in Rule 501 under the
Securities Act of 1933, as amended (“Securities Act”)) and “qualified clients” (as defined
in Rule 205-3 of the Advisers Act).

The minimum initial investment in the Funds is $1,000,000 generally, subject to our
discretion accept lesser amounts on a case-by-case basis. We will determine the minimum

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investment amount (and any other conditions for opening and maintaining an account) for
other clients, including any separately managed accounts, on a case-by-case basis.