Black-And-White Capital LP

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.

                         black-and-white is compensated (either directly or through an affiliated general
                         partner entity) in the form of a management fee (the “Management Fee”) and
                         performance-based allocation (the “Incentive Allocation”) 3. Investors bear their
                         respective portions of the Management Fee and Incentive Allocation. Investors
                         and prospective investors should refer to the relevant offering documents for a
                         detailed description of the manner in which black-and-white is compensated.

                         Management Fees are generally paid monthly in arrears, generally at a rate equal
                         to 1.5% per annum of the net worth of each capital account as of the end of each
                         month.

                         The Incentive Allocation is based on the net profits (including realized and
                         unrealized gains and losses) at the end of each calendar month for Class C shares
                         and at the end of each calendar year for Classes A and B shares. black-and-white
                         GP LLC is entitled to be allocated an amount generally equal to twenty percent
                         (20%) of the excess, if any, of (i) the net asset value of each Investor’s series of
                         shares or capital account, as applicable, as of the end of such calendar month for
                         Class C shares and at the end of such calendar year for Classes A and B shares
                         over (ii) a cumulative performance benchmark (as described in the confidential
                         private placement memorandum) calculated for Class C shares as of the last day
                         of such calendar month or Classes A and B shares as of the last day of such
                         calendar year.

                         It is very important that Investors refer to the respective confidential private
                         placement memorandum for a complete understanding of fees. The
                         information contained herein is a summary only and is qualified in its
                         entirety by such materials.
 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.

                         Management Fees and Incentive Allocations are deducted from Investors’ assets
                         invested in the Funds. Investors do not have the ability to choose to be billed
                         directly for fees incurred.

                         It is very important that Investors refer to the respective confidential private
                         placement memorandum for a complete understanding of how fees are
                         deducted from their assets or otherwise paid to black-and-white (or an
                         affiliate). The information contained herein is a summary only and is
                         qualified in its entirety by such materials.
 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.

  For the UCITS Funds, management fees and performance fees are shared between the investment manager of the
relevant UCITS Fund and black-and-white.

                          The Funds generally pay the costs of offering interests/shares to prospective
                          investors, including external legal and accounting expenses.

                          The Onshore Fund and Offshore Fund generally bear all Organizational,
                          Investment and Operating Expenses and their pro-rata share of those of the
                          Master Fund, in addition to the Management Fee. The “Organizational Expenses”
                          include the expenses incurred by the Funds in connection with their organization.
                          The Investment Expenses include expenses associated with the investment
                          program of the Funds, which includes, without limitation, brokerage expenses,
                          commissions, dealing costs (which vary depending on a number of factors,
                          including, without limitation, the bank, broker or dealing counterparty utilized
                          for the transaction, the particular instrument traded and the volume and size of
                          the transaction), execution, give-up, exchange, clearing and settlement charges,
                          initial and variation margin, principal, regulatory commissions and fees, delivery,
                          custodial fees, third-party research (to the extent not paid through soft dollar
                          arrangements), interest and borrowing charges on margin accounts and other
                          indebtedness, bank, broker and dealer service fees, interest expenses and
                          consulting, risk reporting services, trade management systems and other
                          professional fees relating to particular investments or contemplated investments
...

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.

black-and-white currently provides discretionary investment advisory services to the Funds, as described
in Item 4, above.

Investors in the Onshore Fund and the Offshore Fund must meet certain eligibility requirements.
Specifically, interests or shares in the Funds are generally offered to (i) U.S. persons (as defined in
Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)), that are “accredited
investors” for the purposes of Regulation D under the Securities Act and “qualified purchasers” as defined
in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended; or (ii) persons that qualify
as non-U.S. persons for the purposes of Regulation S under the Securities Act. It is anticipated that
Investors in other funds managed by black-and-white in the future will have to meet similar eligibility
criteria, as applicable.

Investments in the Funds are intended only for certain financially sophisticated institutions, companies, and
individuals who can bear the risk of loss of some or all of an investment.

The minimum initial investment in the Funds, unless waived in each case, is $1,000,000 5.

    The UCITS Funds are subject to agreed upon account minimums.