Boothbay Fund Management LLC

FEES AND COMPENSATION

A. Advisory Fees and Compensation

        In advising the Funds, Boothbay receives compensation consisting of (1) an annual fixed
fee (the “Management Fee”); and (2) an annual performance-based allocation (the “Incentive
Allocation”), which is calculated annually subject to a high-water mark, as set forth in the relevant
offering documents. All fees for the Funds are disclosed in the relevant Fund’s offering documents,
which are provided to prospective Investors. A brief summary of such fees is set forth below.

        The standard fee schedule for the Funds ranges from approximately 1-1.875% annually for
the Management Fee and approximately 7.5-20% for the Incentive Allocation. These fees may
vary as further set forth in the relevant Fund’s offering documents. Each Fund’s general partner
(collectively (and as applicable), the “General Partner”) or the board of directors, as applicable,
has and may in the future, in their sole discretion, elect to reduce, waive or calculate differently
the Management Fee and/or Incentive Allocation with respect to certain capital accounts or shares,
respectively, including, without limitation, capital accounts or shares, as applicable, held by
limited partners or shareholders, respectively, that are affiliates or employees of Boothbay or
members of the immediate families of such persons.

B. Payment of Fees

       The applicable Fund’s offering documents govern the terms of compensation and the
manner in which we are compensated by such Fund. Subject to the terms of the offering
documents, the Management Fee is calculated and paid quarterly in advance. Incentive allocations
are generally calculated annually.

C. Additional Fees and Expenses

       In addition to the Management Fee, the Funds will bear all of their own expenses, and
generally their pro rata share of the expenses of the Firm, each as described below.

       Expenses of the Funds include, without limitation, those directly or indirectly related to the
Funds’ operations and investment transactions and positions for the Funds’ accounts, including
brokerage commissions and custodial fees and charges, interest expenses, interest and commitment
fees on loans and debit balances, Portfolio Manager diligence (including services utilized to
conduct background checks and/or due diligence reviews of Portfolio Managers and/or their
principals and employees), costs of borrowing securities to be sold short, investment operations
and accounting and portfolio- and trading-related software; research, market data and due diligence
fees and expenses (including any travel to perform research or initial and ongoing due diligence

on Portfolio Managers, online news and quotation services, computer hardware and software used
for research, Bloomberg service, etc.); broken deal expenses (which may, in certain circumstances,
include the total expenses incurred by a third party or partner in a deal, to the extent such third
party did not agree to incur any expenses prior to the time that the deal broke); seat license fees;
withholding and transfer taxes; blue sky fees and other initial and ongoing offering costs and
expenses (including the preparation of Form D and similar U.S. or non-U.S. filings and related
expenses of U.S. and non-U.S. legal counsel, and marketing, travel and lodging expenses of the
Firm’s personnel); any fees and expenses related to compliance with U.S. and international anti-
money laundering laws and regulations applicable to the Funds (including AML officer fees and
expenses); expenses relating to initial and ongoing audit, administration and accounting fees and
expenses, including costs of any outside appraisers, accountants, auditors, tax preparers, attorneys
or other experts or consultants engaged by the Firm, the General Partner and/or the Funds to serve
any of their needs; initial and ongoing legal fees and costs of the Firm, the General Partner and/or
the Funds, including legal expenses arising in connection with their investing activities, legal
expenses relating to the formation and organization of any entities and vehicles, legal expenses
relating to the preparation and updating of offering and marketing materials for the Funds and legal
expenses and costs (including settlement costs) arising in connection with any litigation or
regulatory investigation instituted against any of the foregoing or their principals, officers,
employees, partners, directors, members, affiliates or agents; registration, filing and formation
costs, including fees and expenses incurred by the Firm, the General Partner and/or the Funds
relating to regulatory and statutory filings (both U.S. and non-U.S., such as filings for FATCA and
other similar laws, and the Alternative Investment Fund Managers Directive), or which might
alternatively be accomplished by either the establishment or acquisition of one or more
management entities, in whole or in part; expenses, including legal expenses, incurred in
connection with negotiating and/or complying with any side letter or similar agreement; insurance
expenses, including purchasing insurance on behalf of the Funds, the General Partner, the Firm,
their principals, officers, employees, directors, affiliates or agents of any of the foregoing; bank
charges on accounts of the Firm, the General Partner and/or the Funds; Investor reporting costs;
risk management costs (including risk management systems and technology); data storage and
connectivity charges; and other similar fees and expenses.

        Expenses of the Firm (of which, as referenced above, generally a pro rata share are borne
by the Funds), include, without limitation, those related to sourcing and recruiting of investment
talent and capital; recruiter expenses; investor relations and communications (including CRM
software and attending and sponsoring networking and professional events); membership in
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TYPES OF CLIENTS

        Boothbay’s Funds are its Clients. The Investors in the Funds may be individuals,
investment companies, pooled investment vehicles, pension and profit-sharing plans, trusts,
estates, corporations or other entities. The minimum subscription amounts for investing in the
Funds are stated in each Fund’s offering documents, subject to the General Partner’s or the board
of directors’ (as applicable) discretion to accept subscriptions of a lesser amount. These minimum
investment thresholds are also disclosed for certain Funds in the Adviser’s Form ADV Part 1.