Boardman Bay Capital Management LLC

Item 5 - Fees and Compensation

Our fees and compensation are described in the advisory contracts we enter into with our clients.
Investors in the Onshore Fund pay a quarterly management fee of up to 0.375% per quarter
(approximately 1.5% per annum) of the net asset value of each series within each class of
interests (including any subscriptions made to the Onshore Fund as of such date and without
taking into account any accrued performance based allocation), and are subject to an annual
performance based allocation of up to 30% of aggregate net capital appreciation, subject to a high
watermark.

Investors in Series of the Ventures Fund generally are subject to a one-time asset-based
management fee of up to 2.0%, and the Ventures Fund GP is entitled to a distribution of up to
2.0% in addition to 15% - 20% of all distributions made by each Series after investors have
received a return of 100% of their capital contributions to the applicable Ventures Fund Series.

Investors in the Optical Fund pay a quarterly management fee of 0.25% per quarter
(approximately 1% per annum) of the net asset value of their interests (including any
subscriptions made to the Optical Fund as of such date and without taking into account any
accrued performance based allocation). The Optical Fund GP is entitled to between 15% and 30%
of all distributions made by the Optical Fund after investors have received a return of 100% of
their capital contributions to the Optical Fund.

To the extent certain Fund investors are responsible for specifically negotiated management fees
and/or performance allocations, such terms are set forth in each such investor’s applicable written
agreement with us.

We generally deduct our management fees from client accounts quarterly in advance and such
fees are not refundable if the advisory contract is cancelled prior to the end of a payment period.
Generally, other than in respect of the Ventures Fund and the Optical Fund, we or our affiliates
receive performance-based fees or allocations from client accounts on an annual basis in arrears
and upon redemptions by investors in the private investment funds we manage. The Ventures

BOARDMAN BAY CAPITAL MANAGEMENT LLC Form ADV: Part 2A                                         Page 5

Fund GP and the Optical Fund GP receive performance distributions from the applicable Funds as
and when they makes distributions in excess of 100% of the capital contributions made to the
applicable Funds.

Our clients generally bear all operating expenses, including brokerage commissions, bank service
fees, interest on loans and debit balances, borrowing charges on securities sold short, custodial
fees (See Item 12 “Brokerage Practices” below), fees for research and analytics (including on-
line news and quotation services, Bloomberg service, etc.), research materials and research-
related travel and due diligence, risk management systems expenses, expenses related to the
offering of the interests (including fees and expenses related to the European Union Alternative
Investment Fund Manager Directive), administration, audit and tax preparation expenses, blue
sky filing fees, investor reporting costs, legal, accounting and professional fees, consulting fees,
fees of the fund’s independent directors (if any), insurance costs, trustees fees, fees and expenses
incurred in connection with preparing and filing reports relating to the client’s trading activities
(including under investment advisory laws), any taxes applicable to the client on account of its
operations and/or investments, and any and all expenses related to the management and operation
of the portfolio as well as the purchase, sale or transmittal of assets, as we shall determine in our
discretion. The private funds we manage will also be responsible for all organizational fees and
expenses of such funds.

To the extent we incur any expenses for the benefit of one or more private investment funds, we
generally will allocate such expenses in a reasonable manner among such private investment
funds. However, it is possible that under some of our advisory contracts we may not require a
private investment fund to incur certain expenses, despite the fact that such fund will receive a
benefit in connection with our incurrence of such expenses. In such an event, the Funds will bear
the additional share of any such expenses that would have been allocable to such other private
investment fund.

We may also allocate a portion of certain clients’ capital to money market funds or exchange-
traded funds that are managed by other investment managers. In addition to the fees and expenses
discussed above, investors will indirectly incur similar fees and expenses if we invest client’s
capital in such money market funds or exchange traded funds, as these funds in turn pay similar
fees to their investment managers and other service providers.

Certain investors in the Onshore Fund that withdraw their interests prior to the 18 month
anniversary of the issuance of such interests will be subject to an early withdrawal charge for the
benefit of the Master Fund equal to up to 3% of the net asset value of the interests being
withdrawn. Investors in the Optical Fund that redeem their interests prior to the second
anniversary of the issuance of such interests will be subject to an early redemption charge for the
benefit of the Optical Fund equal to up to 3% of the net asset value of the interests being
redeemed. Voluntary withdrawals are generally not permitted from any Series of the Ventures
Fund.

Item 7 - Types of Clients

We primarily provide investment advice to clients who are private investment funds. Investors in
such private investment funds are generally high net worth individuals, family offices, funds of
hedge funds, endowments, foundations, trusts, charitable organizations, pension plans, and
corporate or business entities that qualify as “accredited investors” (as defined in Rule 501 under
the Securities Act of 1933, as amended), and as “qualified clients” (as defined under Rule 205-3
under the Advisers Act). The minimum investment in the private investment funds is generally
between $250,000 and $1,000,000. The General Partners, in their discretion, as applicable, accept
lesser amounts with respect to the Onshore Fund, the Optical Fund or any Series of the Ventures
Fund, as the case may be, to the extent permitted by applicable law.

Boardman may enter into agreements (“side letters”) with certain investors that will result in
different terms of an investment in the Onshore Fund, the Optical Fund or a Series of the
Ventures Fund than the terms applicable to other investors. As a result of such side letters, certain
investors may receive additional rights that other investors will not necessarily receive. Except as
required by law or contractual obligations, in general, we will not notify other investors of any
such side letters or any of the provisions of the side letters. We will not be required to offer such
additional or different rights and terms to any or all of the other investors.

BOARDMAN BAY CAPITAL MANAGEMENT LLC Form ADV: Part 2A                                           Page 7