Black River Asset Management LLC

ITEM 5. FEES AND COMPENSATION

With respect to all types of Clients, Black River receives a management fee based on a
percentage of assets under management and incentive income, or performance allocation,
based on net capital appreciation. The fees and expenses associated with an investment in
the Funds vary, depending on the Fund, and are described in detail in each Fund’s Offering
Document or applicable Client Account Agreement (the “Account Agreement”). We may, in
our discretion, manage Clients with substantially similar or the same investment strategy
with higher or lower fees, different fee structures, and different expense payment
arrangements.

Each Client is typically responsible, pursuant to the terms of its Offering Document or
Account Agreements, for their ongoing direct, administrative, operating and other permissible
expenses.    These expenses may be incurred either directly by the Client or, in some
instances, Black River will incur the expense and obtain reimbursement from the Client.
Expenses generally paid by Clients, either directly or by reimbursement to Black River,
include, but are not limited to:

   •   Organizational and initial offering expenses, government fees, jurisdictional filing fees,
       regulatory reporting expenses;
   •   Transactional costs, brokerage commissions, mark-ups, mark-downs, spreads,
       financing costs (See Section 12 – Brokerage Practices);
   •   “Soft Dollar” expenses (See Section 12 – Brokerage Practices);

   •   Custody costs and other prime brokerage fees;

   •   Stock loan fees;

   •   Bank and wire transfer fees;

   •   Printing, mailing and communications fees;

   •   Taxes (if any);

   •   Travel and due diligence costs;

   •   Third party fees and expenses incurred in connection with evaluating prospective
       investment opportunities;
   •   Fund legal, accounting, audit and tax preparation fees and expenses;

   •   Computer software and/or technology specific to the management of the Fund(s) or
       Account(s); and
   •   Data services (i.e., Bloomberg, Reuters etc.).

In addition, the Black River Funds employ the administrative services of Wells Fargo Global
Fund Services (“Wells Fargo”). Wells Fargo serves as the administrator to these Funds and
provides certain accounting, middle and back office administrative and operational services,
such as trade reconciliations, on their behalf.                 Each Fund pays Wells Fargo fees for its
services at a rate which is generally comprised of basis point fees based on the Fund’s
investment capital as well as a series of agreed-upon fees for certain specific services. Wells
Fargo Global Fund Services is a former affiliate of Black River 2, and, while we believe the fees
charged by Wells Fargo are market competitive, Black River has not given third parties an
opportunity to provide such services on a competitive basis.

Black River may also pursue strategies where the Client invests in securities of investment
companies or other collective investment vehicles (i.e., open-end mutual funds, closed-end
funds, ETFs, other private funds) that are not managed by Black River. In such cases, the
Client will pay the fees charged by these securities which typically include management or
other advisory fees. Black River does not discount its fees for investments in the securities
that charge the Client advisory fees; and, in these instances, the Client will pay multiple
layers of advisory fees for the assets invested.

The direct expenses incurred by each Fund vary depending on the nature of the operations
and activities of the Fund and are described in detail in each Fund’s respective Offering
Document.        Each Client pays Black River a management fee (the “Management Fee”)
calculated and payable monthly in arrears, at an annual rate generally ranging from 1.0% to
2.0% of the Fund’s net asset value. Black River deducts fees directly from the Client’s assets
each month based on the calculated net asset value (“NAV”).                           The Management Fee is
generally calculated on the value of the Client’s assets minus liabilities which include the
incurred expenses noted above.

Additionally, Black River may receive performance based compensation (the “Performance
Allocation”) based on the specific terms of each Client’s Offering Document or Account
Agreements. Please see Section 6 – Performance-Based Fees and Side by Side Management
for details on the Performance Allocation.

In general, and in the cases where certain fees are paid in advance for a period in which the
Advisory Agreement with a Client has been terminated or, with respect to an Investor who

 The sale of LaCrosse Global Fund Services (“LaCrosse”) to Wells Fargo & Company was completed on November 30,
2011. As a result, LaCrosse is no longer an affiliate of Black River or of Black River’s parent company, Cargill. Wells
Fargo changed the name of LaCrosse Global Fund Services to Wells Fargo Global Fund Services in September 2012.

redeems all or a portion of its investment in such Fund, the applicable portion of such fees
paid relating to the portion of the period after such termination or redemption will be
returned or credited to the Client, subject to the terms of their Advisory Agreement and/or
Offering Document.     However, mid-period redemptions or terminations are not typically
permitted.

Valuation

The fees and expenses allocated to Clients may be based on each Client’s proportionate share
based on its NAV.    Each Fund’s NAV, as of any date of determination, is the value of its
assets minus its liabilities as determined by us in accordance with the Fund’s Offering
Document and generally accepted accounting principles.       Black River is responsible for
determining the fair market value of each Fund’s investment instruments and, in doing so,
has considerable discretion in valuing certain privately-placed and less liquid investment
...

ITEM 7. TYPES OF CLIENTS

Black River provides investment advisory services to the Black River Funds based on the
particular investment objectives and strategies described in the applicable Fund’s Offering
Document. Investors in the Black River Funds include corporations, pension plans, sovereign
wealth plans, endowments and foundations, private wealth management firms, fund-of-funds
and other business entities that meet eligibility, suitability and minimum investment
requirements, including the proprietary assets of Cargill, Black River and knowledgeable
Black River employees.

The shares or interests in the Black River Funds are not registered under the Securities Act of
1933, and the Black River Funds are not registered under the Investment Company Act of
1940.   Accordingly, interests in the Black River Funds are offered and sold exclusively to
sophisticated investors satisfying certain eligibility and suitability requirements either in
private transactions within the United States or in offshore transactions with non-U.S.
Investors. Additionally, each Black River Fund imposes a minimum investment requirement
(waived in certain circumstances at the discretion of Black River) with no Fund having a
minimum investment that is less than $1,000,000. The applicable eligibility, suitability and
minimum initial investment requirements are described in more detail in the Offering
Document of each Black River Fund.

Black River has offered investment advisory services through separately Managed Accounts
to other funds or large institutional Investors.   However as of September 30, 2015 Black
River has no remaining Managed Accounts and has no intent to offer Managed Accounts in
the future.