Bergen Park Capital Management LLC

Fees and Compensation
The Adviser charges the Clients an asset-based investment management fee (the “Management Fee”) based
on the value of net assets under management and, for certain Clients, a performance allocation (the
“Performance Allocation”), based on the net profits attributable to Clients. The Management Fee and
Performance Allocation for each Client is deducted from the Client account and the details of each are set
forth in each Client’s Offering Documents (as defined below). The Management Fee is generally calculated
and payable quarterly in arrears at an annual rate of 1.1%. For the pooled investment vehicle Clients, the
Performance Allocation is generally equal to an aggregate amount up to 20% of the net profits, subject to a
loss carryforward provision. The Management Fee will be prorated for any period that is less than a full
fiscal quarter and will be adjusted for subscriptions and withdrawals.

While generally not negotiable, the Adviser, in its sole discretion, has and may in the future waive or modify
the Management Fee and the Performance Allocation for principals, members, employees or affiliates of
the Adviser or any general partner to a Client, relatives of such persons, and for certain large or strategic
investors. Accordingly, the Adviser has, and may in the future, enter into side letters or similar written
agreements with one or more investors in a Client (each, a "Letter Agreement" and, collectively, the "Letter
Agreements") amending the applicable Management Fee or Performance Allocation or providing certain
other preferential treatment, in accordance with applicable law.

In addition to paying the Management Fee and allocating the Performance Allocation, Clients may be
subject to other investment expenses, such as legal, compliance, administrator, audit and accounting
expenses (including third party accounting services); organizational expenses; investment expenses such as
commissions, research fees and expenses (including research related travel); expenses incurred in
connection with the marketing or offering of the interests (such as travel, legal and accounting fees, and
printing and mailing costs); interest on margin accounts and other indebtedness; borrowing charges on
securities sold short; custodial fees; bank service fees; Client-related insurance costs; and any other
expenses related to the purchase, sale or transmittal of Client assets. In certain circumstances, the Adviser
has, and may in the future, absorb some expenses that otherwise would have been borne by Clients. It is
important that each investor who is considering an investment to review the private placement
memorandum, limited partnership agreement, management agreement, and/or subscription agreement
(individually and collectively, the “Offering Documents”) applicable to the Client for a complete and

detailed description of the fees and expenses applicable to such investment.

Please also refer to Item 12 “Brokerage Practices” of this brochure for additional information.

Form ADV, Part 2A, Item 6

           Performance-Based Fees and Side-By-Side Management
As discussed in Item 5, the Adviser or its affiliates are allocated performance-based compensation by the
Clients in the form of a Performance Allocation.

The fact that the Adviser or a related party is compensated based on the Clients’ profits may create an
incentive for the Adviser to make investments on behalf of the Clients that are riskier or more speculative
than would otherwise be the case. Additionally, the Adviser could be incentivized to favor Clients that pay
a relatively higher Performance Allocation or Management Fee. Notwithstanding the foregoing, the
Adviser believes that a Performance Allocation aligns its interests with those of the Clients.

To mitigate these conflicts, the Adviser has implemented a trade allocation policy and has implemented
controls to review investments for compliance with Clients’ investment guidelines and restrictions and to
review the performance of Clients with similar investment objectives.

Form ADV, Part 2A, Item 7

Types of Clients
As described in Item 4, the Adviser’s clients are pooled investment vehicles and managed accounts, suitable
for accredited investors and qualified clients, generally high net worth individuals and charitable
organizations. There is generally a $500,000 minimum account size, subject to the terms of the applicable
Offering Documents and at the discretion of the Adviser to accept lesser amounts.

Form ADV, Part 2A, Item 8

        Methods of Analysis, Investment Strategies, and Risk of Loss
BPCM pursues a global equity-based strategy that seeks to generate attractive risk-adjusted returns by
investing in companies that it believes are inherently mispriced. All investments involve the risk of loss,
including (among other things) loss of principal, a reduction in earnings (including interest, dividends,
and other distributions), and the loss of future earnings. These risks include market risk, interest rate risk,
issuer risk, and general economic risk.

Set forth below is a description of some of the risks associated with the Clients’ investments, but the
following explanation of certain risks is not exhaustive. For a further discussion of the risks applicable to
an investment in the Clients, investors in those Clients must review applicable Offering Documents,
including, for example, the private placement memorandum, which may contain additional explanations
of strategies and risks that we do not discuss in this section.

Risk of Loss. Any investment managed by BPCM involves a high degree of risk, including the risk that
the entire amount invested may be lost.

Concentration Risk. Investors should consider the greater risk of a Client’s concentration versus the
reduced volatility that comes with a more diversified investment portfolio. A Client’s assets may, from
time to time, be concentrated in an industry or group of industries. By concentrating its assets in a single
industry or group of industries, a Client is subject to the risk that economic, political, regulatory, or other
conditions that have a negative effect on that industry or group of industries will negatively impact the
Client to a greater extent than if the Client’s assets were invested in a larger variety of industries.

Non-U.S. Securities. Each Client has and will continue to invest in securities of non-U.S. issuers and
other non-U.S. instruments. Investments in non-U.S. instruments, whether directly or through depositary
receipts such as ADRs and GDRs (which are receipts of foreign issuers traded on U.S. stock exchanges),
present certain risks not ordinarily associated with investments in U.S. instruments. These risks include
political, economic, or legal developments (including war or other instability, expropriation of assets,
nationalization, and confiscatory taxation), withholding taxes on dividend or interest payments or capital
transactions or other restrictions, higher transaction costs (including higher brokerage, custodial, and
settlement costs), and possible difficulty in enforcing contractual obligations or taking judicial action.
Also, non-U.S. instruments may not be as liquid and may be more volatile than comparable domestic
securities.

Public Disclosures and Government Supervision. Often there is less publicly available information
about non-U.S. issuers, and issuers of non-U.S. instruments are subject to different, often less
comprehensive, auditing, accounting, financial reporting, and disclosure requirements than U.S. issuers.
There is generally less government regulation of financial markets outside of the United States than in
the United States. Because there is sometimes less supervision and governmental regulation of exchanges,
markets, and intermediaries in countries other than the United States, a Client may experience settlement
difficulties or delays involving non-U.S. securities, which are not usually encountered in the United
States.

Trading Risks. Delays in making trades in non-U.S. securities relating to volume constraints, limitations
or restrictions, clearance or settlement procedures, or otherwise could adversely affect yields and result
in temporary periods when assets of a Client are not fully invested or a Client is unable to take advantage
of attractive alternative investment opportunities. Furthermore, when a Client invests in securities of non-
U.S. issuers, trading expenses would be expected to be higher than the costs incurred with respect to
investments in securities of U.S. issuers.

Political Instability. With respect to some non-U.S. countries, there is the possibility of expropriation or
confiscatory taxation, limitations on the removal of funds or other assets of the Client, political or social
instability, or domestic developments which could affect U.S. investments in those countries.

Emerging Market Securities. The Clients invest in non-U.S. securities tied economically to countries
with developing (or “emerging market”) economies. Emerging market countries are generally located in
Asia, Africa, the Middle East, Latin America and Eastern Europe. Countries with emerging market
economies are those with securities markets that are generally less sophisticated than more developed
markets in terms of participation by investors, analyst coverage, liquidity and regulation. Investing in
emerging market securities imposes risks different from, or greater than, risks of investing in U.S.
securities or in developed countries outside the United States. These risks include: smaller market
capitalization of securities markets, which may suffer periods of relative illiquidity; significant price
volatility; restrictions on foreign investment; and possible repatriation of investment income and capital.
In addition, foreign investors may be required to register the proceeds of sales and future economic or
political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation,
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