Buckeye-Pacific LLC

Item 5 - Fees and Compensation
We or an affiliate serving as the general partner (or equivalent) of a Fund (“General Partner”) receive a management fee and/or an
incentive allocation in connection with the services we provide the Funds (collectively, “Private Fund Fees”). Our Investors are “qualified
purchasers,” as defined in the Investment Company Act of 1940 or “knowledgeable employees;” thus, more detailed information
regarding our Private Fund Fees are not required to be provided herein and are fully described in each Fund’s respective Governing
Documents. We may waive or reduce all or any portion of the Private Fund Fees with respect to any Investor or Fund.

Subject to the terms of the applicable Governing documents, in addition to the Private Fund Fees, each Fund bears certain direct
operating costs and expenses, including, without limitation: (a) administrative, legal, accounting, auditing, record-keeping, tax form
preparation, compliance and consulting costs and expenses (including costs and expenses associated with obtaining systems and
other information designed to facilitate Fund accounting or record-keeping, including related software); insurance costs and
expenses; bank service fees; costs and expenses associated with preparing Investor communications; and printing and mailing costs;
(b) costs and expenses incurred in connection with the investment and reinvestment of the Fund’s assets, including brokerage
commissions, dealer mark-ups, mark-downs and spreads, research costs and related clearing and settlement charges; (c) fees and
taxes imposed by any federal, state, local or foreign government, governmental agency or regulatory body or self-regulatory
organization, including licensing, filing, registration and exemption fees and withholding, transfer and franchise taxes; (d) the Fund’s
indemnification obligations under the applicable Governing Documents or other contractual agreements; and (e) extraordinary costs
and expenses, if any.

The fees described in this section do not include expenses paid to broker-dealers for executing transactions in Client accounts or other
transaction costs. See Item 12 “Brokerage Practices” below for a description of the factors that we consider in selecting or
recommending broker-dealers for Client transactions and determining the reasonableness of their brokerage fees.

The management fee is generally deducted quarterly, in advance. We deduct Private Fund Fees, including the management fee,
directly from an Investor’s Capital Account(s), as determined by the terms of the applicable Governing Documents. Subject to the
terms of the applicable Governing Documents, an Investor who withdraws from a Fund during a calendar quarter will receive a pro-
rated, rebate of their pre-paid management fee.

Item 7 - Types of Clients
We provide investment advice to the Funds and to other types of Clients, which may include institutions, investment pools, trusts,
endowments, sovereign wealth funds, pension plans, or charitable organizations, but excluding persons within the definition of
“retail investors” under Rule 17a-14(e)(2) of the Securities Exchange Act of 1934. Investors in the Funds are generally subject to a
minimum investment amount of $250,000 but we may waive this minimum.