Brandywine Managers LLC

Item 5. Fees and Compensation

A. Asset-Based Compensation.

        1. As compensation for its services, BML receives an Advisory fee, which is compensation based on the
        market value of the investment entities of which BML serves as General Partner, Managing Member or other
        similar capacity. This fee is paid to the Adviser by BTC, a related person, who, in its fiduciary capacity, owns
        or controls substantially all of the limited partner capital contributed to the Funds. The fee is computed and
        charged quarterly, based on beginning of quarter asset values with a final payment when such values have
        been finalized each quarter.

        2. As compensation for its services to the Proprietary Funds, BML receives a Management Fee of 0.05% per
        annum from each of the Proprietary Funds. BML retains the right to waive any or all the Management Fee
        from each Proprietary Fund.

        3. As compensation for its services, BGA receives an Advisory fee paid by BML, which is compensation based
        on the market value of the investment entities of which BML serves as General Partner, Managing Member
        or other similar capacity. The fee is computed and charged quarterly, based on beginning of quarter asset
        values with a final payment when such values have been finalized each quarter.

        4. As compensation for its services, BGA receives an Advisory fee paid by BTC, an affiliate. The fee is a fixed
        rate plus a percentage of the market value of BTC’s client assets under management (excluding holdings in
        pooled investment entities of which BML serves as General Partner, Managing Member or similar capacity).
        The percentage portion of the fee is computed and charged quarterly, based on beginning of quarter asset
        values with a final payment when such values have been finalized each quarter.

B. Performance-Based Compensation.

         1.       Performance Fee. As compensation for its services, BML may receive a performance fee, which is
         compensation that is based on a share of the percentage of the profits of each Fund annually (the
         “Performance Allocation”). The limited partnership agreement or limited liability company agreement and
         confidential private offering memorandum for each Fund sets forth the Performance Allocation for that Fund.
         The Performance Allocation is charged by BML in compliance with Rule 205-3 under the Investment Advisers
         Act of 1940. BML, in its sole discretion, may waive or reduce the Performance Allocation as to any investor in
         any Fund at any time.

         2.         Incentive Allocation. In several of the Proprietary Funds, investors also pay an Incentive Allocation.
         The Incentive Allocation, when charged, is credited to the account of a special limited partner in each fund,
         the beneficial owners of which are certain employees of BGA. The limited partnership agreement or limited
         liability company agreement and confidential private offering memorandum sets forth the Incentive Allocation
         for that Fund. The Incentive Allocation is charged by the Adviser in compliance with Rule 205-3 under the
         Investment Advisers Act of 1940. The Adviser, in its sole discretion, may waive or reduce the Incentive
         Allocation as to any investor in any Fund at any time.

C. Payment of Fees. The Asset Based Fees are computed and charged quarterly in advance based on beginning of
quarter asset values with final payments made when such values have been finalized each quarter. The Performance
and Incentive Allocations may be paid in cash or in-kind. The accountant records the re-allocation of profits from the
investors to the Adviser, or special limited partner, on the capital account records of the Funds.

D. Other Fees and Expenses. Except as otherwise explained in Section A above, in addition to paying the Asset
Based Fees, Performance Allocation, and Incentive Allocation, client assets will bear their pro-rata shares of the
operating expenses of both the Funds and the underlying investment funds, including but not limited to: administration
fees, custody fees, legal fees and expenses, accounting fees and expenses, audit and tax preparation fees and
expenses, organizational expenses, sub-manager asset-based fees and performance allocations, and transactional
costs such as brokerage commissions. Fund-level fees and expenses for administration, asset custody, accounting,
tax preparation and research-related travel may be paid to the Adviser or an affiliate of the Adviser. All other expenses,
if incurred, are paid to unaffiliated third parties.

Item 7. Types of Clients

The Adviser’s clients are (1) the Funds formed as limited partnerships or limited liability companies for which it serves
as General Partner, Manager, or Managing Member and (2) its affiliate, Brandywine Trust Company, LLC.