Blue Helm Capital Management LP

Item 5: Fees and Compensation

Management Fee

Blue Helm receives a management fee from the Master Fund. This fee is generally equal to an
annual rate of 1.5% - 2.0%, depending on the investment tranche, of the net asset value
attributable to the capital account of each Investor. Management fees are calculated and paid
in advance quarterly and are deducted from the Master Fund.

Investors are generally allowed to withdraw capital after any required soft lock-up period, as
of the last business day of a calendar quarter and upon at least 65 days’ notice. At this time,
there are no prepaid fees. However, the Investment Manager may refund a portion of the
management fee, if the Fund allows an Investor to withdraw or redeem as of any date other
than calendar quarter-end.

Subject to certain consent rights of the Initial Investors (defined below), Blue Helm, in its sole
discretion, may waive, reduce, or calculate differently the management fee of certain Fund
Investors.

Blue Helm also receives a specified management fee from the SMA pursuant to the investment
management agreement.

Blue Helm Capital Management LP                                             Form ADV Part 2A

Expenses

Each feeder fund bears its own expenses and its pro rata share of the Master Fund's expenses,
including, without limitation, the management fee; investment expenses (e.g., expenses that, in
the General Partner's or the Investment Manager's discretion, are related to the investment
of the Master Fund's assets, whether or not such investments are consummated, such as
brokerage commissions, expenses relating to short sales, clearing and settlement charges,
custodial fees, bank service fees and interest expenses); professional fees (including, without
limitation, expenses of investment bankers, attorneys, accountants and other experts) relating
to investments; administrative expenses (including, without limitation, fees and expenses of
the Fund’s administrator); legal expenses; external accounting and valuation expenses
(including, without limitation, costs relating to valuation software); audit and tax preparation
expenses; costs of errors and omissions and directors and officers insurance for the General
Partner, the Investment Manager and any members of any advisory committee; costs of
printing and mailing reports and notices; entity-level taxes; regulatory expenses (including,
without limitation, expenses related to preparing and making regulatory and compliance filings
associated with the Fund and its investment activities, such as filing fees); organizational
expenses; expenses incurred in connection with the offering and sale of the interests and other
similar expenses related to the feeder fund; fees of members of any advisory or similar
committee of the feeder fund; indemnification expenses; and extraordinary expenses.
Generally, expenses, other than the management fee and any expenses which the General
Partner determines in its sole discretion should be allocated to a particular Investor (including
Investor-related taxes), will be charged to the capital accounts of all the Investors on a pro
rata basis. To the extent that expenses to be borne by the Fund are paid by the General
Partner or the Investment Manager, the Fund will reimburse such party for such expenses.

Additionally, the SMA bears its own operating expenses as set forth in the investment
management agreement.

For further details on the Investment Manager’s brokerage practices refer to Item 12 of this
Brochure.

Item 7: Types of Clients

The Clients of Blue Helm include the Fund and the SMA.

Investors in the Fund include institutional investors meeting the terms of the exceptions and
exemptions under which the Fund operates. Although the Investment Manager has the
authority to accept subscriptions for a lesser amount, the required minimum investment in
the Fund is generally $1,000,000.

With respect to any SMA, the Client of such account must be deemed a “Qualified Client” as
defined in Rule 205-3 under the Advisers Act, as well as meet certain sophistication
requirements. Minimum initial investment requirements for any SMA will vary depending on
the agreement with the Client and are at Blue Helm’s discretion.

Blue Helm has entered into arrangements with a seed capital provider and an initial founding
Investor (collectively, the "Initial Investors"), whereby the Initial Investors have made
significant investments in the Fund. In consideration for such investments, the Initial Investors
are entitled to be allocated a portion of the management fee and portion of the Incentive
Allocation and have received certain additional rights, including, without limitation: (i) consent
rights over certain actions related to the Fund (including certain tax elections) and the
Investment Manager, (ii) advance notice with respect to certain events or actions related to
the Investment Manager and the Fund, (iii) information and transparency rights, (iv) special
withdrawal and redemption rights, (v) capacity rights, and (vi) certain other rights that are in
addition to, and may be more favorable than, the rights of other Investors in the Fund. Absent
certain limited exceptions, the Fund has agreed to exculpate the Initial Investors from liability
and to indemnify the Initial Investors for losses (which does not include losses resulting from
any investments by any Fund) and/or claims arising out of their respective relationship with
the Fund and the rights granted to them in connection with those investments. The Initial
Investors have no role in the day-to-day business of the Investment Manager, are not sponsors
or promoters of the Fund, have no duties to other Investors in the Fund, and will not be liable
to other Investors in the Fund for exercising or not exercising any rights that they may have.
The Initial Investors, their respective affiliates and investors may employ strategies substantially
similar to the strategy of the Fund, trade in the same financial instruments as the Fund and/or
take positions in such financial instruments that are opposite to the positions taken by the
Fund which, in each case, could adversely affect the Fund's portfolio. The Initial Investors,
their respective affiliates and investors may conduct any other business, including any business
within the securities industry, whether or not such business is in competition with the Fund
or the Investment Manager.

Blue Helm Capital Management LP                                                  Form ADV Part 2A