Butler Hall Capital LLC

Item 5 – Fees and Compensation

A.     Fee Schedule
The fees and compensation payable to Butler Hall are negotiable and vary among its Clients.
Butler Hall currently provides advisory services solely to private investment funds operating
within a master-feeder structure, and all fees borne by investors in the feeder funds
correspond to the fee structure implemented at the Master Fund.
The range of compensation is generally as follows:
       1.      Management Fee
       For the private funds, Butler Hall receives a quarterly management fee, calculated and
       paid in advance by the Master Fund based on the net assets attributable to each
       investor’s capital account as of the first day of each calendar quarter. The applicable
       fee rate depends on the class of interests held by the investor. Investors in the
       Founders Class generally pay a management fee at an annual rate of 1.50%, which
       decreases to 1.25% when the Master Fund’s aggregate assets under management
       exceed $250,000,000 and to 1.00% when such assets exceed $500,000,000. Investors
       in the Quarterly Class and the Standard Class generally pay a management fee at an
       annual rate of 1.50%. The Firm may, in its discretion, reduce, modify, or waive the
       management fee for certain investors, including employees, affiliates, family
       members, and other eligible investors. Where a capital contribution is made at a time
       other than the first day of a quarter, the fee is pro‑rated for the remainder of the
       period.
       2.      Performance-based Fees
       From the Funds, Butler Hall generally receives an incentive allocation calculated as a
       percentage of the new income allocated to each investor for the relevant period, but
       only to the extent net income allocated to that Investor exceeds any cumulative losses
       that were allocated to that Investor for earlier periods and that have not been
       recovered (a “high water mark”).
       With respect to the Founders Class and the Quarterly Class, the incentive allocation is
       generally 15% of net income allocated for the year. With respect to the Standard Class,
       the incentive allocation is generally 20% of net income allocated for the year.
       Incentive allocations are typically made as of the end of each fiscal year or upon a
       withdrawal of capital and are assessed only to the extent net income allocated to an
       investor exceeds any prior unrecouped net losses allocated to that investor.
       The incentive allocation will only be charged to accounts of those Investors who are
       “qualified clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as
       amended (“Advisers Act”), in accordance with the provisions of the California
       Corporations Code Section 260.234.
       3. Other Fees and Expenses

                                                                                  Part 2A of ADV:
                                                                             Butler Hall Brochure

        Investors also bear their pro rata share of fund expenses, including but not limited to
        administrative, legal, audit, tax, research, brokerage, custodial, financing, and other
        operating expenses, as described in the applicable fund offering documents. As
        detailed in the fund agreements, certain expenses may be subject to an expense cap,
        above which the General Partner or Firm may absorb the excess.
B.      Payment of Fees
Management fees, performance-based fees, and third-party fees (discussed below) are
deducted from Client assets. Management fees, which are paid quarterly in advance, are
withdrawn at the beginning of each calendar quarter. Performance-based fees are
determined as of the last business day of the calendar year and as of any date on which an
Investor makes a withdrawal or receives a distribution from such Investor’s capital
account(s).
C.      Third-Party Fees
Clients shall pay such costs and expenses as Butler Hall shall reasonably determine to be
necessary, appropriate, advisable or convenient to carry on its business and realize its
objective, including but not limited to: (i) management fees; (ii) all general investment
expenses (i.e., expenses which Butler Hall reasonably determines to be directly related to the
investment of the Client’s assets); (iii) all administrative, legal, accounting, auditing, record-
keeping, tax form preparation, compliance and consulting costs and expenses; (iv) fees, costs
and expenses of third-party service providers that provide such services; and, (v) any
extraordinary expenses, among other expenses.
Butler Hall’s fees are exclusive of brokerage commissions, transaction fees, and other related
costs and expenses which shall be incurred by the Clients. Such charges, fees and
commissions are exclusive of and in addition to Butler Hall’s management fee, and Butler Hall
shall not receive any portion of these commissions, fees, and costs.
Please see Item 12 of this Brochure regarding brokerage.
D.      Prepayment of Fees
Butler Hall will pro-rate the management fee for Fund Interests held for less than a full
quarter as a result of subscribing for interests other than on the first business day of the
quarter,. Prepaid but unearned fees are refunded to investors, as applicable.
Fund Investors may withdraw amounts from their capital accounts only as of the last
business day of an authorized withdrawal date, and only upon the advance written notice
required under the Fund’s governing documents. Withdrawals are not permitted on any
other date. In the event that Butler Hall permits an off-cycle withdrawal, any prepaid fees for
the partial quarter will not be refunded. Any applicable performance-based fees will be
calculated at the time of withdrawal and deducted from the withdrawal proceeds.
...

Item 7 – Types of Clients

Butler Hall provides investment advice and management to the Funds.

                                                                                 Part 2A of ADV:
                                                                            Butler Hall Brochure

Butler Hall may in the future provide the same or similar services to other privately placed
investment funds and/or separately managed accounts.
Butler Hall intends to restrict the number of Investors in the Funds and will offer Interests
only through non-public transactions in order to maintain their exclusion from “investment
company” status under the Investment Company Act of 1940, as amended (the “Investment
Company Act”).
Prospective Investors in the Funds must meet eligibility criteria and are subject to certain
withdrawal requirements and limitations. Prospective Investors are encouraged to
thoroughly review a Fund’s Constituent Documents, which set forth all of the terms in detail.
Though the Clients generally pursue the same strategy, offering terms may differ.
The Funds. Each Investor generally must be an “accredited investor” (as defined in Regulation
D under the Securities Act of 1933) and, for certain Funds a “qualified purchaser” (as defined
in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended). Investor must
also be eligible to enter into a performance fee arrangement under state and/or federal law,
as applicable, and must meet other criteria as specified in the Constituent Documents. The
minimum initial investment is $1,000,000, and the minimum additional investment is
$50,000, subject to waiver at the discretion of Butler Hall.