Callaway Capital Management LLC

Item 5. FEES AND COMPENSATION

                  All fees and expenses associated with investment in the Clients are described in
  detail within the Fund Documentation or each of the Sub-Advisory Agreements. The Adviser may,
  in the future, manage additional investment funds that charge higher or lower fees or offer different
  fee structures and/or expense payment arrangements than the Clients.

         Fund Management Fees

                  The Adviser and each Fund have entered into an Investment Management and
  Services Agreement, which may be terminated by either party, without penalty, upon 30 days’
  prior written notice. The Investment Management and Services Agreement generally obligates the
  Fund to pay the Adviser a management fee to be calculated and paid in the manner described
  within the Fund Documentation (the “Management Fee”). As a general matter, the Management
  Fee charged to the Fund is based on a percentage of the Fund’s asset value. The standard
  Management Fee charged is 2% per annum of assets under management. The Management Fee
  paid by each individual Fund investor, however, is negotiable and may vary depending on a variety
  of factors, including the amount of assets invested and the timing of the investment.

                 The Management Fee is calculated and payable monthly in advance as of the
  beginning of each calendar month. The Management Fee is calculated and deducted each month
  from the capital account maintained by the Fund’s independent third-party administrator on behalf
  of each investor.

                 The Management Fee and allocations related to Sub-Advised Accounts are
  described in detail in the respective Sub-Advisory Agreement.

         Fund Performance Fees

                 In addition to the Management Fee described above, the Adviser and its affiliates
  are generally entitled to receive performance-based fees in the form of a percentage of the profits
  earned by the Clients (the “Performance Allocation”). See Item 6 below for additional information
  regarding the Performance Allocation.

                The Adviser may, in its sole discretion, waive, reduce, or modify the Management
  Fee or Performance Allocation with respect to any investor. It is anticipated that no Management
  Fee or Performance Allocation will be paid with respect to the Advisers-related investors, or
  employees of the Adviser or its affiliates.

         Other Fund Fees and Expenses

                Each Fund bears all costs and expenses directly related to its investment program,
  including expenses related to research, due diligence, prospective investments (whether or not
  consummated), proxies, underwriting and private placements, brokerage commissions, interest on

debt balances or borrowings, clearing and settlement charges, stamp duties, custody fees, bank
service fees, travel expenses (to the extent related to investments), appraisal fees, investment
banking expenses, fees due to unaffiliated advisers, sub-advisers, consultants and finders
performing services other than investment advisory services similar to those provided by the
Adviser (which fees do not offset the Management Fee or the Performance Allocation), risk
management expenses, system expenses related to trading, research (including information service
subscriptions utilized with respect to the Fund’s investment program), the Fund’s accounting, data
services, valuation services, risk management, order management systems, and other analytical
systems, any tax-related structuring or legal expenses incurred and any withholding or transfer
taxes imposed on the Fund. Each Fund also bears all out-of-pocket costs of the operation and
administration of the Fund, including (i) tax preparation, accounting, audit, operational,
administration, legal and compliance expenses (including expenses relating to the preparation and
filing of any reports, registrations, disclosures, filings and notifications of the Fund, the Adviser
or its affiliates to regulatory or governmental authorities relating to the Fund or its activities but
not including expenses related to the Adviser’s registration under the Investment Advisers Act of
1940 (the “Advisers Act”), registrar and transfer agency expenses, (ii) expenses associated with
the ongoing offering of investments in the Fund, including compliance with regulatory
requirements and negotiation with prospective investors, (iii) costs of any litigation or
investigation involving the Fund’s activities, (iv) the costs, fees and expenses of any appraisers,
accountants or other experts engaged by Adviser as well as other expenses directly related to the
Fund’s investments, (v) liability premiums for insurance covering the Adviser and its affiliates
(including, without limitation, insurance for directors and officers coverage, errors and omissions
coverage, cyberinsurance coverage and privacy/data breach coverage) and (vi) costs associated
with reporting and providing information to existing and prospective investors.

               The Funds do not have their own separate employees or offices. Except as described
above, the Funds generally do not reimburse the Adviser for salaries, office rent, and other general
overhead costs of the Adviser. A portion of the commissions generated on the Funds’ brokerage
transactions may generate “soft dollar” credits that the Adviser is authorized to use to pay for
research and research-related services and products used by the Adviser, which would otherwise
constitute overhead expenses of the Adviser.

                The Adviser’s fees are exclusive of brokerage commissions, transaction fees, and
other related costs and expenses which are incurred by the Funds. See Item 12 below for a
description of the factors that the Adviser may consider in selecting broker-dealers to execute the
Funds’ transactions and determining the reasonableness of their compensation (e.g., commissions).
...

Item 7. TYPES OF CLIENTS

                  The Adviser currently provides investment management and advisory services
  exclusively to the Funds and Sub-Advised Accounts. Investment advice is provided directly to the
  Clients and not individually to investors in the Clients. Investors in the Funds may include
  institutions, pension plans, endowments, high net-worth investors, and financially sophisticated
  investors. Details concerning investment minimum amounts and suitability criteria for investors in
  the Funds are set forth in the Fund Documentation. The Adviser maintains discretion to accept less
  than the minimum investment threshold specified in such documents. Information on minimum
  investment requirements for the Funds is described, as appropriate, in the Adviser’s Form ADV,
  Part 1A.

                 Certain of the Funds admit only investors that are “accredited investors” within the
  meaning set forth in Regulation D under the Securities Act of 1933 and “qualified purchasers” as
  defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “Investment
  Company Act”). It is anticipated that any future pooled investment vehicle managed by the Adviser
  will have similar eligibility standards as the Funds.

                 The Adviser also provides advisory services to the Sub-Advised Account on a
  discretionary basis in accordance with the Sub-Advised Agreement.

                 The Adviser may in the future provide investment management and advisory
  services to other private investment funds, individuals, institutions, and pension or profit sharing
  plans.