C12 Capital Management US LP

FEES AND COMPENSATION

       A. Advisory Fees

               C12’s fee arrangements generally depend on the services being provided, vary
by client and are negotiated with each client based on a number of factors, including,
investment strategy, the nature and scope of services performed and the size of the
account/relationship. C12 and/or the Management Team (or entities or individuals affiliated
with any of them) may also receive performance fees, special allocations and asset-based fees
from time to time. Please see Item 6 “Performance-Based Fees and Side-By-Side
Management” for an additional discussion of performance based fees and allocations.

       B. Fee Schedules

               C12 charges a negotiated cost-plus fee to the Advisor billed quarterly in
advance. The negotiated cost-plus fee arrangement provides for the payment of C12’s
expenses, generally up to a predetermined amount, and includes a predetermined fee, equal to
a percentage of C12’s budgeted costs as determined by the Advisor, in addition to such
expense payment. The fee is negotiated quarterly for each upcoming quarter but may be
further adjusted on an as-needed basis, subject to the agreement of the Advisor.

       C. Timing and Payment of Fees

               C12 will negotiate the timing of fee payments with each client, but C12’s fees
will generally be billed and payable in advance of each quarter. If a client terminates C12’s
advisory relationship mid-quarter, the client may be able to recover an amount up to the
unearned portion of the fee, but generally will not be able to recover amounts relating to costs
already incurred (including any related fees charged by C12). In addition, because many of
the service providers C12 expects to employ in connection with its activities also bill for their
services in advance, the amounts that a client may be able to recover may be further limited
to the amounts that C12 can recover from its service providers.

       D. Other Fees and Expenses

               In addition to the fees described above, clients may be subject to other costs
and expenses in connection with C12’s sub-advisory or advisory services. Such fees may
include, among others: custodial charges, brokerage fees, commissions and related costs;
interest expenses; taxes, duties and other governmental charges; transfer and registration fees
or similar expenses; costs associated with foreign exchange transactions; other portfolio
expenses; and costs, expense and fees associated with products or services that may be
necessary or incidental to such investments or accounts.

              Please see Item 12 “Brokerage Practices” for an additional discussion of
brokerage and other transaction costs.

TYPES OF CLIENTS

               Currently, C12 primarily provides sub-advisory services on behalf of the
Advisor; C12 may enter into direct or discretionary advisory relationships with other clients
in the future. C12 expects to provide services predominantly to institutional clients and to
investment advisers in respect of pooled investment vehicles, but may in the future provide
services for various other types of appropriately qualified clients. C12 currently does not
currently impose on its clients a minimum dollar value of assets or other requirements in
order to open or maintain an account, but may do so in the future.

               Although C12 has not yet imposed any minimum account size of its own, the
Advisor imposes on behalf of the Helix Funds a minimum commitment on investors in the
Helix Funds, which minimum is dependent on the class of interests in the Helix Funds which
such investor is acquiring. These minimums may be waived only at the sole discretion of the
Helix Funds and/or Helix GP. Investors in the Helix Funds may include, without limitation,
high net worth individuals, financial, banking or thrift institutions, insurance companies,
investment companies (including mutual funds), fund-of-funds, pension and profit-sharing
plans, other pooled investment vehicles, charitable organizations or foundations,
endowments, trusts and estates, corporations and other business entities, development finance
institutions and federal, as well as state or municipal government entities.