Baypointe Partners LLC

Item 5 - Fees and Compensation

For its services to the Clients, Baypointe receives investment management fees and performance-
based compensation. The fees applicable to each SMA, which are negotiated with each Client, are
set forth in its respective Investment Advisory Agreement. A general summary of such fees,
expenses and compensation (all of which are qualified by and subject to the language of the
appliable Investment Advisory Agreement) is provided below. However, the fees, expenses and
compensation charged to each SMA will vary, as will the related calculation methodologies, as
agreed to within the applicable Investment Management Agreement.
Management Fee
As the investment adviser to the SMAs, Baypointe will receive a fee for the management of the
SMA (a “Management Fee”) through a contractual management fee equivalent based upon a
percentage of the SMA notional investment, which percentage shall be a minimum of 1% and
which will be calculated and payable monthly in arrears (after deducting expenses other than the
Performance Fee described below). Baypointe may also engage in fee arrangements that are based
upon a predetermined budget. Notwithstanding any rights of a Client to withdraw amounts from
the Account or terminate the respective Investment Advisory Agreement, the Client will be
required to pay Baypointe the Management Fee for the first twelve months from the date of such
Investment Advisory Agreement and such Management Fee shall be calculated based on the net
asset value of the Account disregarding any liquidity or termination request made by the Client.
Performance Fee
The SMA pays Baypointe an annual performance fee (the “Performance Fee”) equal to 15% of the
investment profits (after deducting expenses and the Management Fee and after adjusting for any
subscriptions and redemptions made during the calendar year, “Investment Profits”) attributable
to the Account for the calendar year; provided, however, that the Performance Fee with respect to
the Account will be paid only with respect to Investment Profits for the applicable calendar year
in excess of the sum of: (i) the Threshold Amount (as defined in the respective Investment
Advisory Agreement); and (ii) Unrecouped Investment Losses (as defined in the respective
Investment Advisory Agreement) as of the end of the previous calendar year.
In the case of a redemption other than as of the last day of a calendar year, any accrued Performance
Fee will be deducted from the proceeds and paid to Baypointe on a pro-rated basis.
Payment of the Performance Fee, if any, generally shall be made within 45 days after the end of
the calendar year (or shorter period, if applicable) in which the Performance Fee accrues.
The Firm, in its sole discretion, may waive, reduce, or recalculate the Performance Fee with respect
to any SMA.

Other Fees and Expenses
The Client bears all costs of the Account associated with investment-related fees and expenses
(e.g., custodial fees, bank service fees, bank charges, other expenses related to the purchase, sale
or transmittal of investments and redemption fees) and the Management Fees and Performance
Fees. In the event that (i) any fees and expenses in connection with the creation or on-going
maintenance of the Account are incurred by Baypointe, Baypointe is reimbursed for all such fees
and expenses, and (ii) reasonable legal, accounting, reporting, valuation, audit, tax preparation and
similar services are to be incurred on behalf of the Account, Baypointe will obtain the Client’s
approval and agreement to pay for such services prior to them being incurred and the cost of such
services shall be an expense of the Account and reimbursed.
Baypointe may retain, in connection with its responsibilities under the Investment Advisory
Agreement, the services of others to assist in the preparation of investment advice to be given to
the Client, including, without limitation, any affiliate of the Firm. Payment for any such services
shall be the responsibility of the Firm and the Client shall not have any liability therefor.

Item 7 - Types of Clients

The Firm provides investment advisory services to Clients through the Accounts, based on the
particular investment objectives and strategies described in the particular Investment Advisory
Agreement. The Firm, in its sole discretion, may manage Accounts with different objectives,
higher or lower fees and different fee structures.
Each Client is required to provide representations in such Client’s respective Investment Advisory
Agreement that it, he or she is (i) an “accredited investor” as defined in U.S. Securities Act of
1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder; (ii) a
“qualified institutional buyer” as that term is defined in Rule 144A of the 1933 Act; (iii) a
“qualified purchaser” as defined in the Investment Company Act of 1940, as amended, (the
“Investment Company Act”) and the rules and regulations promulgated thereunder (or is otherwise
a “qualified client” as defined in the Advisers Act); and (iv) a “qualified eligible person” under
Commodity Futures Trading Commission Rule 4.7.