Benchmark Plus 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.

           Benchmark is generally compensated for its advisory services to the Funds through a
           management fee ranging from 0.50% to 1% (per annum) of each Fund’s net asset value
           calculated and payable monthly in arrears.

           Benchmark also receives performance-based compensation annually, paid either as a
           fee or an allocation of profits, generally equal to 15% to 30% of each Fund’s net
           profits in excess of certain predefined benchmarks (per annum). The incentive fee or
           allocation (as applicable) is subject to a high watermark provision.

           The fees payable to Benchmark generally are not negotiable. Benchmark has, in certain
           instances, waived, reduced or rebated a portion of the fees or allocations that would
           otherwise be payable for employees of Benchmark, their family members, affiliates
           and certain large or strategic investors. In addition, Benchmark has, in certain instances,
           entered into side letter agreements with certain Investors in a Fund establishing rights
           under, or supplementing or altering the terms of, the applicable Governing Documents
           (including without limitation, “most favored nations” rights, transparency rights,
           reporting rights, capacity rights, approval rights and certain other protections and the
           right to receive certain special allocations).

           Further, because Benchmark charges some of its Funds a higher management fee and
           performance allocation, there is a potential conflict of interest with respect to the Funds
           that charge higher fees. Benchmark may have an incentive to favorably allocate
           investments and refer investors to such Funds in order to increase the amount of
           fees payable to Benchmark.

           It is critical that investors refer to the relevant Advisory Client’s offering
           documents for a complete understanding of how Benchmark is compensated for
           its advisory services. This is particularly true with respect to the description of
           the performance based compensation above. The information contained in this
           Item 5 is a summary only and is qualified in its entirety by the relevant Advisory
           Client’s offering 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.

           Benchmark deducts fees from Investors’ assets invested in the Funds. In general, as
           described above, Benchmark receives a (i) management fee based on each Advisory
           Client’s net assets, payable monthly in arrears and (ii) annual incentive fee or allocation
           that is charged at the end of each fiscal year (or at the time of an Investor
           withdrawal/redemption). Investors generally do not have the ability to choose to be
           billed directly for fees incurred. Benchmark has, however, permitted certain Investors
           to be billed directly for the applicable monthly management fee, as determined in
           Benchmark’s discretion.

           It is critical that Investors refer to their respective Advisory Client’s offering
           documents for a complete understanding of how fees are deducted from their
           assets. The information contained herein is a summary only and is qualified in its
           entirety by the relevant Advisory Client’s offering 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 Funds will generally be responsible for payment of all costs and expenses
           incurred by or on behalf of the Funds including, without limitation: directors’ fees,
           legal, accounting, auditing, administrative and other professional expenses (including
           costs and expenses associated with obtaining systems and other information designed
           to facilitate Fund accounting or record-keeping, including related software), insurance
           (including premiums for liability insurance covering the Funds and other persons),
           investment expenses such as commissions, background checks on Sub-Managers,
           interest on margin accounts, custodial fees, fees paid to Sub-Managers and other
           reasonable expenses related to the purchase, sale or transmittal of Fund assets and the
           Fund’s pro rata share of a master fund’s expenses (if applicable).
           Each Fund will also be subject to its pro-rata portion of the expenses of the Sub- Funds
           and Sub-Accounts (as defined in Item 8.A below) in which it invests and fees paid to
           Sub-Managers. Generally, Sub-Managers are compensated or receive allocations on
           terms which may include fixed and/or performance-based fees or allocations. Typically,
           fixed fees, if applicable, range from 0% to 2.5% (per annum) of the average net asset
           value of the Fund's investment, and annual performance fees or allocations range from
           10% to 50% of the net capital appreciation or net profits above the Sub-Fund’s specified
           benchmark in the applicable Fund's investment for the year. Any fee reductions
           negotiated with Sub-Managers will be for the benefit of the Fund.
...

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.

Benchmark provides investment advisory services to pooled investment vehicles operating as private
investment funds.

Each investor in the Funds must meet the eligibility provisions as outlined in the Funds’ offering documents.
Investors in the Funds are not required to maintain account minimums. Requirements for making an initial
investment (or capital commitment, as applicable) in the Funds are as follows:

    (1) The minimum initial investment in BPOPF is $1,000,000, subject to waiver at the discretion of
        Benchmark, but not below the applicable statutory minimum of $100,000;

    (2) The minimum initial investment in BPP, subject to waiver at the discretion of Benchmark;

    (3) The minimum initial investment in BPOIP is $5,000,000, subject to waiver at the discretion of
        Benchmark, but not below the applicable statutory minimum of $100,000;

    (4) The minimum initial investment in BPIP is $5,000,000, subject to waiver at the discretion of
        Benchmark; and

Interests in the Funds are offered only to certain qualified investors. Admission to the Funds is not, and will
not be, open to the general public. Interests will be sold only to “accredited investors” as defined under
Rule 501 of Regulation D of the Securities Act of 1933, as amended, and/or “qualified purchasers” as
defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended.