Bayesian Capital Management LP

Item 5 Fees and Compensation

Compensation
Currently, in consideration for Bayesian’s investment advisory services, Bayesian is entitled to receive
compensation in the form of a “Performance-Based Fee” (e.g., carried interest or incentive fees) in
connection with the management of the Fund. Bayesian does not receive any “Management Fee” in
connection with the management of the Fund. Bayesian’s compensation in the form of a Performance-
Based Fee is described in detail in the applicable Management Agreement and summarized below in Item
6 of this Brochure.
Additionally, Bayesian is entitled to “Advance Performance Fee Draws” to cover certain expenses set forth
in the Management Agreement, payable monthly in advance. Advance Performance Fee Draws will be
applied against and reduce the Performance-Based Fee (and any unearned or unapplied Advance
Performance Fee Draws paid during a twelve (12) month period shall be carried forward as a reduction to
future Performance-Based Fee until the full amount of the aggregate unearned Advance Performance Fee
Draws is earned, and subsequently applied against, and reduces, the Performance-Based Fee).
Such Performance-Based Fees and Advance Performance Fee Draws are paid directly to Bayesian by the
Client and are not automatically deducted from the Client by Bayesian.

Termination
The Client termination process is described in the Management Agreement.

Billing
Generally, Performance-Based Fees are payable annually in arrears within forty-five (45) days after the end
of each twelve (12) month period to which the Performance-Based Fee relates. Expenses set forth in the
Management Agreement are payable on a periodic basis agreed upon by the Client and Bayesian.

Other Expenses
The Client will also be responsible for bearing various additional costs and expenses as described in the
Management Agreement. The Client reviews and approves costs and expenses before they are paid to
Bayesian. Other expenses may include, but not be limited to, registered agent fees, costs related to
compliance, regulatory and AML matters, costs associated with gaining access to non-U.S. markets, all
direct trading expenses, including, but not limited to, execution and clearing commissions, transaction
charges, ticket charges, fees and expenses incurred in the borrowing and lending of securities, custodial and
trustee fees, bank service fees, transfer taxes, withholding taxes, administration fees (including fees paid to
the Administrator), accounting, tax preparation and audit fees, fees paid to third parties retained by Client,
and other fees and expenses related to the purchase, sale or other disposition of assets.

Sales-Based Compensation
Neither Bayesian nor any of its supervised person accepts compensation for the sale of securities or other
investment products. This practice presents a conflict of interest and gives Bayesian or its supervised
persons an incentive to recommend investment products based on the compensation received, rather than
on a particular Client’s needs.

Item 7 Types of Clients

As discussed in Item 4 – Advisory Business of this Brochure, Bayesian currently provides discretionary
portfolio management and investment sub-advisory services to one (1) unaffiliated privately offered pooled
investment vehicle, Whitney Capital Series Fund, LLC (i.e., the Fund). Bayesian provides its investment
sub-advisory services to the Fund pursuant to an investment management agreement between Bayesian and
the Fund. Information about the Fund, and the particular investment objectives, strategies, restrictions,
guidelines, and risks associated with an investment, is described in the Fund’s governing documents.

Generally, investors participating in the current Fund are required to meet certain suitability and net worth
qualifications, such as (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under
the U.S. Securities Act of 1933, as amended (the “Securities Act”) or (ii) a “qualified purchaser” as defined
in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “1940 Act”). As such, the
Fund Bayesian sub-advises is exempt from registration as an investment company through the exemption
provided by Sections 3(c)(1) and/or 3(c)(7) of the 1940 Act.