BCK Capital Management LP

ITEM 5: FEES AND COMPENSATION

Each Client’s Governing Documents set forth the specific fees and other material terms regarding
an investment in the Funds or SMA. The Funds offer interests or shares (depending upon the Fund)
in various share classes (Series A or Series F). The only distinctions between the Series A and
Series F are that they are subject to different management fees, incentive allocations and capacity
rights as further discussed in the Governing Documents.

All Investors in the BCK Funds and Charter Oak Funds generally pay a management fee to BCK
depending on the Series in which they invested. Series F shares are subject to additional capacity
options and charge a management fee which ranges up to 1.5% in the BCK Funds and 1.25% in
the Charter Oak Funds subject to an Investor’s capital commitment. Series A shares are subject to
a 2% management fee on an Investor’s capital commitment in either of the BCK Funds or Charter
Oak Funds. The management fee for the Funds is assessed at the feeder fund level and is charged
on a pro-rated monthly basis, in advance, based on the net assets attributable to each of the investors’
accounts. Investors pay the management fee on the first day of each month. Investors may request a
redemption from a Fund upon 45 days’ written notice. Withdrawals from the Funds are generally
allowed on the last business day of each calendar quarter. BCK, in its sole discretion, may waive
or modify the management fee or redemption terms.

BCK receives annual incentive-based allocations from each investor in the Funds. This incentive-
based compensation is tracked and payable at the BCK and or Charter Oaks Master Fund level
with respect to all investors. Depending on the particular class of shares or series of interests,
incentive-based allocations range from 10% to 20% calculated on a basis that includes realized
and unrealized appreciation of assets, subject to a loss carry-forward, with adjustments made for
fees and expenses (including management fees). These incentive-based allocations are more fully
described in Item 6: Performance-Based Fees and Side-by-Side Management.

SMA 1 is structured as a first loss platform arrangement with BCK ES, LLC as the special limited
partner, and as such, does not pay management fees.

SMA 2 is a multi-manager fund to which BCK is a sub-advisor. BCK is allocated certain amounts
to manage within SMA 2 pari passu with its other Clients’ investments in specific positions that
are part of BCK Master Fund’s and/or BCK Charter Oak Master Fund’s portfolio holdings.

Similarly, SMA 3 and SMA 4 are multi-manager UCITS funds to which BCK is a sub-advisor.
BCK is allocated certain amounts to manage within SMA 3 and SMA 4 pari passu with its other
Clients’ investments in specific positions that are part of BCK Master Fund’s and/or BCK Charter
Oak Master Fund’s portfolio holdings.

For SMA 3, BCK is a sub-advisor to a UCITS vehicle for which it receives a specified percentage
management fee according to its Governing Documents.

For SMA 4, BCK is a sub-advisor to a UCITS vehicle for which it receives a specified percentage
management fee and a conditional percentage-based performance fee when both BCK’s managed
portion and the vehicle as a whole has experienced performance over a specified time period
detailed in the Governing Documents.

For its participation in the Buyside Program, BCK receives an annual flat fee per contributing
BCK employee pursuant to the approval of the Buyside Program as well as incentive awards based
on contributing employees whose participation relatively exceeds other Buyside Program
participants as assessed by the Buyside Program.

For its participation in the Trade Data Sharing Program, BCK receives a quarterly flat fee.

Through the BCK Funds, each investor indirectly pays for its share of all costs and expenses,
including but not limited to, legal, compliance (including expenses relating to compliance or
regulatory filings, administrator, audit and accounting expenses (including third-party accounting
services and accounting software), organizational expenses, investment expenses (commissions,
research fees and expenses including research-related travel), Bloomberg and similar subscriptions
and data services, trading related technology software costs, interest on margin accounts and other
indebtedness, borrowing charges on securities sold short, custodial fees, bank service fees, insurance
costs (including D&O and E&O), additional Fund related pro-rata expenses as determined by BCK
and allocated on a good faith basis.

Expenses for the Charter Oak Funds are similar to the BCK Funds however, the Governing
Documents for Charter Oak Funds allow for an annual “Expense Cap” of .75% of the average of the
monthly net asset value of the Charter Oak Master Fund. There are certain exclusions to the
calculation, such as management fees and investment financing fees. Additional information
regarding fee and expense arrangements are detailed in the Governing Documents.

BCK maintains an expense allocation policy that guides expense allocation in an equitable manner.
The expense allocation is reviewed by the Chief Compliance Officer on an ongoing basis.

SMA 1 is allocated a pro-rata share of research related expenses, as its portfolio aims to include all
positions held by the Funds.

SMAs 2, 3 & 4 each contain a small subset of the positions held by the Funds. Accordingly, these
SMAs are allocated a pro-rata share of research expenses related specifically to positions held in these
SMA portfolios.

Neither BCK nor its principals, executive officers or employees accept commissions or other
compensation for the sale of shares or interests in the Funds or in connection with the purchase or
sale of any securities for the Funds.

BCK has the discretion to waive management fees for employees and other related or affiliated
persons invested in any Client. However, such employees and other related or affiliated persons
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ITEM 7: TYPES OF CLIENTS

BCK provides portfolio advisory and management services solely to the Funds based on their
investment objectives and not based on the criteria or investment objectives of any individual
investor of the Funds. Interests in the Funds may be purchased only by individuals and entities
who are “accredited investors” as defined in Regulation D promulgated under the Securities Act
of 1933 (“1933 Act”) and “qualified clients” (as defined in Rule 205-3 of the Investment Advisers
Act of 1940), or “knowledgeable employees” as identified in the Investment Company Act of
1940 (“1940 Act”). These may include other private funds, public and private pension funds,
financial institutions, insurance companies, high net worth individuals and family offices.
Additionally, the BCK Funds and Charter Oak Funds each have a minimum investment
requirement of $2,000,000 for investors, although this minimum may be waived or reduced by the
General Partner as provided in the Governing Documents of each fund.
SMAs 1-4 contain institutional investors.

ITEM 8: METHOD OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

INVESTMENT STRATEGY

BCK’s objective is to achieve positive, absolute returns that exhibit limited correlation to market
indices. BCK aims to achieve this objective by investing in equity and equity-related securities on
the basis of identifiable, near-term corporate events while hedging out industry, sector, and market
risk as necessary.

The Clients invest in publicly traded securities of companies across the globe on the basis of
identifiable catalysts. These catalysts tend to be actual or anticipated changes in a company’s
circumstances, such as mergers and acquisitions, major litigations, changes in company structure
(e.g., divestments, spin-offs and restructurings), or changes in the political or regulatory
environment. The Clients divide their investment strategy into three portfolios:
•      The Spread Risk Arbitrage portfolio comprises traditional merger arbitrage positions in
which the Fund aims to profit from merger spreads collapsing as deals approach completion.
•       The M&A-Related Special Situations portfolio comprises differentiated investments in
merger-linked situations, including alpha shorts, post-merger situations, merger-related litigation
situations, hostile situations, pre-deal situations and competitive bidding situations.
•       The open-ended, Special Situations portfolio comprises investments in companies
undergoing material change and is managed in a beta-adjusted, market-neutral fashion by hedging
out sector, industry and market risks through the use of single equity, industry and sector (ETF)
and market shorts, as well as the use of options and derivatives.

The Clients pursue an opportunistic approach to identifying and pursuing investment opportunities
across the three portfolios, long or short. The team supplements fundamental research on publicly
traded companies by identifying extraordinary events or circumstances that may affect industries
or companies and may unlock or destroy shareholder value. Such events or circumstances typically
arise from economic, regulatory, political or market-driven paradigm shifts, as well as corporate
actions and corporate litigations. The goal of BCK Capital’s research process is to identify
companies that may be affected by possible extraordinary catalysts and to isolate those catalysts.

In the Special Situations portfolio, the team focuses on identifying both factors that may affect the
stock independently of an identified catalyst, and factors that may affect the stock but are
influenced either directly or indirectly by an identified catalyst. In the Spread Risk Arbitrage and
M&A-Related Special Sitautions portfolios, catalysts are readily identifiable due to the pendency
of a merger or takeover, or other corporate actions related to a merger such as minority squeeze-
outs and domination agreements. In takeover situations, the team focuses on the process by which
the takeover may be completed or may fail and seeks to isolate those risk factors and reduce them
to investable events.

Across the three portfolios, BCK seeks to take advantage of its team’s cross-functional skillset,
and actively seeks out situations that are underfollowed, misunderstood, or complicated, in the
team’s effort to generate uncorrelated returns.

Leverage is employed by the BCK Funds. The Charter Oak Funds will maintain gross exposures
that will typically range from 300% to 550%, and net exposures that will typically range from
100% to 300%. Excluding the cash components of all merger-linked positions, such as all cash
merger arbitrage investments and the cash component of mixed cash and stock merger arbitrage
investments (as these exposures generally have much less correlation to the markets), the
adjusted market net exposure will typically range from -20% to 20%.
Leverage employed by the SMAs depends on each account owner's discretion and may vary.
RISK FACTORS
Investing involves a substantial degree of risk for the investor and is suitable only for persons
having substantial financial resources who understand the long-term nature, the consequences, and
the risks associated with the investment strategy utilized by BCK Capital. Some of those risks are
summarized below. Prospective investors should carefully consider all the risks, which are
described in detail in the Governing Documents for each Client distributed to all potential investors
in advance of their decision whether to invest. Prospective investors are also advised to consult
their own legal, tax, and financial advisers about these risks and generally about investing with
BCK Capital.

Investing with BCK Capital is deemed to be a highly speculative investment and should not be
intended as a complete investment program. Only sophisticated persons who are able to bear the
economic risk of the loss of their entire investment and who have a limited need for liquidity in
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