Blackstart Capital LP

Fees and Compensation

Advisory Fees

      With respect to certain Funds, either as currently advised or as may be advised in the future,
      the Manager generally charges each Fund an investment management fee based on the
      value of the Fund’s assets under management ranging from 1% to 2% on an annualized
      basis. In the case of a Blackstart Fund, management fees are paid quarterly in advance and
      adjusted for contributions or subscriptions and withdrawals or redemptions made during
      each quarter. In the event of a withdrawal or redemption from a Blackstart Fund other than
      the end of a quarter, any management fees will be pro-rated and the excess returned to the
      withdrawing or redeeming Investor. With respect to the Sub-advised Funds, payment of
      the Management Fees is subject to the terms of the respective sub-advisory agreement.

      Additionally, the Manager or the General Partner may be paid a performance-based
      allocation or fee with respect to certain Funds, which is compensation that is based on a
      share of capital gains on or capital appreciation of the assets of the Fund. This
      compensation ranges from 10% to 30% of the net profits of the Fund, subject to a loss
      carryforward provision. Performance-based allocations or fees are generally allocated or
      paid at the end of each fiscal year or shortly thereafter.

      The Manager and/or its affiliates may, in their sole discretion, elect to reduce, waive or
      calculate differently the performance-based allocation or fee, or the management fee with
      respect to any Investor, including, without limitation, an Investor that is a partner, member
      or employee of the Manager, the General Partner or their respective affiliates, such person’s
      family members and trusts or other entities established for the benefit of such person or his
      or her family members.

      The management fee and any performance-based compensation will be paid pursuant to
      instructions from the Manager to the Blackstart Funds’ custodian to deduct it from the
      Funds’ account. The management fee and any performance-based compensation from the
      Sub-advised Funds will be paid pursuant to agreements in force with the Sub-advised
      Funds. Investors do not have the ability to choose to be billed directly for fees incurred.
      Management fees and performance-based fees or allocations are described in greater detail
      in the offering documents of the Blackstart Funds or the sub-advisory agreement of the
      Sub-advised Funds.

Expenses

      The Manager will be responsible for its overhead expenses including: office rent; furniture
      and fixtures; stationery; secretarial/internal administrative services; salaries and bonuses;
      entertainment expenses; employee insurance and payroll taxes.

      In the case of the Blackstart Funds, all other expenses are paid by the Funds and are
      allocated generally, in a pro-rata fashion, based on asset size of each Fund, to the extent an
      expense may be incurred by multiple Funds. The expenses shall include: the management
      fee; legal, fund-specific compliance expenses, administrator, audit and accounting
      expenses (including third party accounting services); organizational expenses; investment
      expenses such as commissions, research fees and expenses (including Bloomberg and

similar subscriptions and data services and research related travel); interest on margin
accounts and other indebtedness; borrowing charges on securities sold short; custodial fees;
bank service fees; Fund-related insurance costs (including D&O and E&O insurance for
the Manager and the General Partner and outside directorship liability); expenses of
regulatory compliance, filings and reporting (including but not limited to Form PF); and
any other expenses related to the purchase, sale or transmittal of Fund assets. The
Blackstart Funds’ assets may be invested in money market mutual funds, ETFs or other
registered investment companies. In these cases, the Blackstart Funds will bear their pro
rata share of the investment management fee and other fees of the fund, which are in
addition to any fees or other compensation paid to the Manager. In addition, the Blackstart
Funds will incur brokerage and other transaction costs. Please refer to Item 12 of this Firm
Brochure for a discussion of the Manager’s brokerage practices.

Expenses borne by the Sub-advised Funds may differ from the above arrangement and are
subject to the terms of the sub-advisory agreements governing each Sub-advised Fund. The
effect of those agreements may be such that the Sub-advised Funds do not bear the same
costs that are incurred by the Blackstart Funds. In all such cases where the Sub-advised
Funds do not bear all of the costs listed above, the Manager shall bear the costs of such
expenses on behalf of the Sub-advised Funds absorbing a pro-rata share of such costs based
upon assets under management of each Client.

The allocation of expenses by the Manager between it and any Client and among Clients
represents a conflict of interest for the Manager. The Manager has adopted an expense
allocation policy that is designed to address this conflict. The Manager allocates expenses
to each Client in accordance with the Client's arrangements with the Manager (including
applicable Client disclosures). The Manager seeks to allocate shared expenses for products
and services benefitting the Manager and the Client and not covered in the Client's
arrangements in a fair and reasonable manner. The Manager generally allocates common
Client expenses among multiple Clients pro rata based on assets under management.

More detailed information regarding the fees and expenses paid by the Blackstart Funds
may be found in the offering documents of the Blackstart Funds.

   Performance Based Fees and Side-by-Side Management
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Types of Clients

The Manager provides investment management services to the Funds, which are privately
placed pooled investment vehicles. Any initial and additional subscription minimums with
respect to investment in a Fund are disclosed in the offering memorandum for each Fund.

   Methods of Analysis, Investment Strategies and Risk of Loss

METHODS OF ANALYSIS AND INVESTMENT STRATEGIES

The Manager will employ a long/short equity strategy, investing primarily in North
American utilities, power and related infrastructure sectors. The Clients will be managed
by the Manager with a concentrated strategy with a deep-dive fundamental analysis
approach to companies and markets.

While it is anticipated that the Clients will invest primarily in stocks, bonds, futures and
options, the Clients have broad and flexible investment authority. Accordingly, the Clients’
investments may at any time include, without limitation, long or short positions in U.S. or
non-U.S. publicly traded or privately issued or negotiated common stocks, preferred stocks,
stock warrants and rights, corporate debt, bonds, notes or other debentures or debt
participations, convertible securities, fixed income securities, swaps, options (purchased or
written), futures contracts, commodities, forward contracts and other derivative
instruments, partnership interests and other securities or financial instruments including
those of investment companies. Notwithstanding the foregoing, the Manager is under no
obligation to pursue all investment strategies or financial instruments available to it at any
one time and may choose from time to time to restrict its trading to a limited set of financial
instruments in the interests of best achieving its investment objectives for all of its Clients.

The Manager intends to pursue the investment strategy described above as long as such
strategy is in accordance with the Clients’ investment objective. In addition, it may also
formulate and implement new approaches to carry out the investment objective of the
Clients.

The Clients may also invest in new issues, provided that the Clients first comply with all
of the rules and regulations pertaining to such investments, including the Rules of the
Financial Industry Regulatory Authority, Inc. Finally, the Manager may cause the Clients
to utilize leverage.

The specifics of the Manager’s research process with respect to the Blackstart Funds are
described in greater detail in each Fund’s offering documents.

RISK FACTORS

The following summary identifies the material risks related to the Manager’s significant
investment strategies and should be carefully evaluated before making an investment with
the Manager; however, the following does not intend to identify all possible risks of an
investment with the Manager or provide a full description of the identified risks.

An investment in the Funds may be deemed to be highly speculative investment and is not
intended as a complete investment program. It is designed only for sophisticated persons
who are able to bear the economic risk of the loss of their entire investment and who have
a limited need for liquidity in such investment. Fund Investors should refer to a Fund’s
governing documents for a complete understanding of the Manager’s investment strategies
and methods of analysis. The information contained herein is a summary only and is
qualified in its entirety by such documents.

Nature of Investments

The Manager has broad discretion in making investments for the Clients. Investments will
generally consist of equities, bonds, futures and options and other assets that may be
affected by business, financial market or legal uncertainties. There can be no assurance that
the Manager will correctly evaluate the nature and magnitude of the various factors that
could affect the value of and return on investments. Prices of investments may be volatile,
and a variety of factors that are inherently difficult to predict, such as domestic or
international economic and political developments, may significantly affect the results of
the Clients’ activities and the value of its investments. In addition, the value of the Clients’
portfolio may fluctuate as the general level of interest rates fluctuates. No guarantee or
representation is made that the Clients’ investment objective will be achieved.

Utility Industry Risks

The Clients’ investment portfolio will contain a high proportion of securities in the electric
and gas utility sectors. The risks associated with the long side of the portfolio of electric
utility companies include those involving the construction, operation and licensing of
nuclear power plants, including the risk of nuclear accident. The market value of the stock
of electric and gas utility companies also may be adversely affected by inadequate rate
increases from regulatory agencies. Conversely, the short side of the portfolio is subject to
different risks, which might cause the price of the securities to rise, such as higher than
expected dividends, unexpectedly positive regulatory changes, merger, takeover or
acquisition and lower interest rates. Other risks of electric and gas utilities include their
sensitivity to changes in interest rates, their continuing requirements for raising additional
capital and their obligation to comply with environmental and other governmental
mandates.

Investments in the Energy Sector

Since the Clients may at times invest in the energy infrastructure sector, the value of the
Clients’ portfolio may be vulnerable to factors affecting the energy and natural resources
industries, such as increasing regulation of the energy and natural resources sectors by both
the U.S. and non-U.S. governments, developments in the energy and natural resources
sectors and conservation incentives. Increased energy and natural resources regulations
may, among other things, increase compliance costs and affect business opportunities for
the companies in which the Clients invest.
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