Birnam Oak Advisors LP

Item 5: Fees and Compensation

A. Fees and Compensation

Birnam Oak generally receives compensation from each Client based on a percentage of value
of the net assets managed and/or on the performance achieved for the Client’s account. Birnam
Oak also receives expense reimbursement from certain of its Clients, which may be viewed as a
form of compensation. Detailed information regarding the management fees, incentive
compensation and expenses described below is set forth in the applicable offering and governing
documents of each Birnam Oak Fund or the investment management agreement or sub-advisory
agreement for the relevant Managed Account. The descriptions below are summary in nature.
Investors in the Birnam Oak Funds should carefully review the specific terms and conditions set
forth in the relevant Fund’s offering and governing documents.

Management Fees for Birnam Oak Fund Clients

Management fees payable to Birnam Oak are established pursuant to the Birnam Oak Funds’
respective constituent documents. Management fees charged are calculated prior to taking into
account any incentive allocation, as described below and are calculated by the Funds’ third-party
administrator and deducted from the applicable Master Fund’s account under the instruction of
Birnam Oak. Birnam Oak is generally paid a management fee of between 0.75% and 1.00% per
annum for its Founders Interests in the Birnam Oak Funds. Birnam Oak, in its sole discretion, may
waive and has waived all or part of the management fee otherwise due with respect to certain
Birnam Oak Fund investors without notifying other investors. Certain investors affiliated with
Birnam Oak, Taconic, and certain friends and family members of Birnam Oak affiliates are
currently not subject to and do not pay management fees.

Management Fees for Managed Accounts, Including Registered Fund Clients

Management Fees (if any) charged to Managed Account Clients, including Registered Fund
Clients, are negotiated and agreed separately with each Managed Account Client pursuant to the
applicable investment management or sub-advisory agreement. For Registered Fund Clients
specifically, such fees are generally calculated as a percentage of the net assets managed by
Birnam Oak. Management Fees on Managed Accounts (if applicable) are typically paid monthly
or quarterly, as agreed. Fee arrangements with Registered Fund Clients are subject to approval
by the fund's board of directors or trustees (for Mutual Funds) or the fund's management company
(for UCITS Funds).

Incentive Compensation and Performance Fees

As described in further detail in each Fund’s private placement memorandum, subject to a high
watermark limitation, Birnam Oak also receives performance-based compensation in the form of
an incentive allocation equal to 10% of the net profits attributable to each investor’s investment in
the applicable Fund over the applicable measurement period. In the case of the Master Fund,
the incentive allocation will be assessed only to the extent of the net profits in excess of a 5%
non-cumulative hurdle amount. Birnam Oak, in its sole discretion, may waive and has waived all
or part of the incentive allocation due with respect to certain Birnam Oak Fund investors without
notifying other investors. Certain investors affiliated with Birnam Oak, Taconic, and certain friends
and family members of Birnam Oak affiliates are not subject to incentive compensation.

Incentive allocations, if any, are calculated by the Funds’ administrator and deducted from the
applicable Fund’s account under the instruction and supervision of Birnam Oak annually on
December 31st each year and as of the effective date of any withdrawal from such Funds with
respect to the amount withdrawn.

Performance fees (if applicable) for Managed Account Clients are separately negotiated and
agreed with each Client. For Managed Accounts subject to performance fees, Birnam Oak is
generally entitled to receive such fees on a monthly or annual basis, depending on the type of
arrangement with the Managed Account Client. Birnam Oak generally does not receive
performance-based compensation from Registered Fund Clients, unless permitted by applicable
law (e.g., for qualified purchaser funds under Section 205(e) of the Advisers Act). Fee
arrangements with Registered Fund Clients are subject to approval by the fund's board of
directors or trustees (for mutual funds) or the fund's management company (for UCITS funds).

Pre-Payment of Management Fees by Birnam Oak Fund Clients

Management fees are generally debited from each Birnam Oak Fund series capital account on
the first day of each calendar month. Management fees are prorated and payable as of the
subscription date for any capital contribution that is effective as of a date other than as of the
first day of a calendar month. In the event of a withdrawal by a Birnam Oak Fund investor other
than as of the last day of a calendar month, Birnam Oak will return an amount equal to the pro
rata portion of the management fee, based on the actual number of days remaining in such
calendar month.

Additional Fees and Expenses

In addition to Birnam Oak’s management fees described above, if applicable, the Clients will bear
the agreed upon administrative and operational expenses attributable to their administration and
operations. Although the specific fees and expenses allocated to each Client vary depending on
the scope of the advisory mandate and any specifically negotiated fee caps or limitations in the
case of Managed Account Clients, the following summarizes the types of expenses our Clients
may incur:

   •   expenses related to the research, due diligence, and
   •   monitoring of actual and prospective investments (whether or not consummated) and the
       consummation, holding, operation or disposition of investments, including, without
       limitation, the following:
            o third-party investment sourcing fees;
...

Item 7: Types of Clients

Birnam Oak provides advice to the Birnam Oak Funds, as described in Item 4. The Birnam Oak
Funds, which are pooled investment vehicles, themselves are not subject to any requirements for
opening or maintaining an account. Investors in the Funds, which may include high net-worth
individuals, endowments, foundations, corporate and public pension plans, fund-of-funds,
corporations, state, local and foreign governments, and charitable organizations, among other
categories of investors, must meet certain suitability requirements set forth in each Fund’s
applicable private placement memorandum and governing documents. This Brochure is not
intended to be an offer to invest in our Funds

Birnam Oak also provides investment advice to Managed Account Clients as described herein
(such as, by way of example, Mutual Funds, UCITS Funds, private funds sponsored by
unaffiliated third parties, pension plans, foundations, endowments and other institutional clients).
The advisory services provided to Managed Account Clients are subject to the specific investment
guidelines, concentration limits, liquidity requirements, and other restrictions set forth in each such
Client’s investment management or sub-advisory agreement entered into with Birnam Oak. The
requirements for opening any Managed Account, including minimum account size, will depend on
the specific circumstances and complexities raised by such account, including with respect to
strategy mandate and operational considerations, among other factors.

Prospective investors in the Birnam Oak Funds are required to complete subscription agreements
and provide certain “know your customer” and tax information. The constituent documents for
each Birnam Oak Fund set forth required minimum investment amounts for investment by
investors in such Birnam Oak Fund. Minimum investment amounts have been, and may in the
future, be waived at the sole discretion of Birnam Oak or the GP.

Certain investors in the Funds or other Clients in the future may have separate arrangements with
respect to their investments. Such Funds or other Clients may, from time to time, establish such
arrangements, without the consent of or notice to the existing Clients or Fund investors, by
entering into a side letter or other agreement concerning an existing or prospective investor’s or
Client’s investment that has the effect of establishing rights, providing information flow, or altering
or supplementing investment terms. Such arrangements may provide an advantage to those
investors or Clients that is not available to others, for example by giving them transparency rights
and/or different fee/allocation arrangements.

Birnam Oak and its affiliates may provide certain information to investors, prospective investors,
Clients and prospective Clients in response to questions, requests, side letter agreements,
portfolio reviews, and/or in connection with due diligence or portfolio monitoring meetings or other
communications. Such information will generally not be distributed to other investors, prospective
investors, Clients or prospective Clients who do not request such information. Each investor,
prospective investor, Client or prospective Client is responsible for asking such questions or
requesting information as it believes is necessary to make its own initial and ongoing investment
decisions and must decide for itself whether the information typically provided by Birnam Oak is
adequate for its investment evaluation.