Cinctive Capital Management LP

Item 5.        Fees and Compensation
As mentioned above, all responses in this Brochure, including in this Item 5, are qualified
in their entirety by the terms and disclosures included in the Offering Documents of the
Feeder Funds and Accounts.

    A. Compensation for Advisory Services

The Funds employ an expense-based pass-through model and do not pay a management
fee or any other asset-based fee to Cinctive or any Cinctive affiliates. Certain Accounts
are also subject to pass-through expense agreements. As described in more detail below,
for the Funds and Accounts subject to the expense-based pass-through model, expenses
of the Investment Manager are divided among the Funds and Accounts in accordance with
Cinctive’s expense allocation policy, as further described below, and subject to the terms
of the governing documents. The Investment Manager is compensated based on a
percentage of assets under management for certain Accounts, including Accounts for
which subadviser(s) have discretionary investment authority subject to investment
guidelines and risk parameters set by the Investment Manager. As described in further
detail in Item 6, the Investment Manager can collect incentive fees from all clients.

In lieu of bearing pass-through Fund/Account and Investment Manager expenses, certain
Fund strategy classes or Accounts (“Payor Accounts”) may be subject to a management
fee and profit allocation, both of which will inure to the benefit of (i) the Fund in respect of
all non-strategy class investors as the Fund strategy reimbursement and (ii) in the
Investment Manager’s discretion, certain Accounts that trade pari passu with the Fund
(collectively the “Payee Accounts”). The Payor Accounts reimbursement is intended to
reflect a reimbursement to the Payee Accounts by the Payor Accounts of pass-through
Fund and Investment Manager expenses that the Payor Accounts investors would have
borne had they invested through a non-strategy class, and it will reduce the pass-through
expenses borne by the Payee Accounts bearing pass-through expenses.

    B. Fee Deductions

Pass-through expenses and incentive fees are deducted directly by the Investment
Manager for the Funds and billed to the Accounts for reimbursement. In addition, and as
applicable, other fees can be charged as negotiated in accordance with applicable
investment advisory agreements. Where applicable, estimated pass-through expenses
are generally billed to the Funds and Accounts quarterly in advance. Further, there may
be a quarterly true-up of estimated pass-through expenses or refund in the event of a
dissolution of the Funds or Accounts. In addition, in the event that an investor
withdraws/redeems its interests/shares or the Management Agreement with the
Investment Manager is terminated at any time other than at the end of a calendar quarter,
the incentive fee will be computed with respect to the withdrawn interests/redeemed shares
or all the outstanding shares (in the event of the termination of the Management
Agreement), as the case may be, as though the withdrawal/redemption or termination
occurred on the last day of the calendar quarter.

    C. Accounts

The Investment Manager’s compensation for services provided to the Accounts is
negotiable and, for certain Accounts, includes Cinctive’s overhead expenses that are

passed through and an incentive fee or incentive allocation. The Investment Manager’s
compensation for services provided to Accounts managed by subadvisers generally
includes a fee based on a percentage of assets under management and an incentive fee
or incentive allocation. Any requirements relating to the withdrawal of assets from an
Account or the termination of services provided by the Investment Manager are governed
by the terms of the agreement with the client. The applicable investment advisory
agreement also may describe the expenses that are the responsibility of the client. These
expenses typically include brokerage commissions and other transaction costs. Item 12
below summarizes how the Investment Manager selects brokers and determines the
reasonableness of their compensation.

    D. Expenses

Most Funds and Accounts employ an expense-based, pass-through model and do not pay
a management fee or any other asset-based fee to the Investment Manager or any of its
affiliates. Rather, investors in such Funds are generally subject to their pro rata share of
pass-through expenses. Furthermore, such Accounts also pay a pro rata share of the
pass-through expenses and expenses directly attributable to the Accounts as determined
by the Investment Manager in its sole discretion. The Investment Manager generally
considers the respective Funds/Accounts value(s) and/or notional trading value(s) of the
Funds and Accounts in determining pro rata allocations when using a pro rata
methodology.

Pass-through expenses can include: (i) all costs and expenses in connection with
Principals and employees of the Investment Manager, including, but not limited to,
employee compensation (including, without limitation, salaries and draws, guarantees,
“signing bonuses,” deferred compensation, relocation expenses, internal referral
payments, bonuses and benefits (both discretionary and formulaic, which also includes
bonuses paid to the Principals and other investment professionals based on investment
performance), retention and supplemental bonuses, retirement plan administration and
matching contributions, professional employer organization expenses, professional-
development related expenses, professional dues, corporate culture and brand
development including team-building activities such as employee social events and related
travel and holiday/special occasion gifts, expenses relating to recruiting and sponsorships
for recruiting, retention and severance arrangements, security expenditures, all applicable
employer paid taxes and non-competition covenant costs) paid by the Investment
...

Item 7.       Types of Clients

As noted previously in Item 4, the Firm provides discretionary and non-discretionary
investment management services to the Funds. Each Feeder Fund invests substantially
all of its assets through a “master-feeder” fund structure in, and are shareholders of, the
Master Fund. Generally, the Feeder Funds require a minimum initial investment of $5
million, which may be waived at the Investment Manager’s discretion. Investors may also
under certain circumstances invest directly into the Master Fund. Other investment
vehicles may be formed in the future to invest in the Master Fund.

The Investment Manager also provides services to the Accounts, which are large
institutional clients. The Accounts will generally trade pari passu in the same strategies
and instruments as certain Funds pursuing similar strategies, but Accounts have materially
more advantageous investor liquidity, position transparency, and/or access to Cinctive
personnel, as well as other terms. The beneficial owner of an Account may generally

terminate its agreement with the Investment Manager at any time, for any reason or for no
reason, and such termination would likely require the liquidation of the positions in the
Account. Such liquidations could have adverse effects on the relevant Fund.

Accounts are subject to the conditions negotiated in the relevant Investment Management
Agreement with each client. All terms and conditions surrounding those accounts are
developed on a case-by-case basis.

The Investment Manager may in its discretion manage Accounts with different objectives,
higher or lower fees, and different fee structures than the Funds. Cinctive may sponsor,
manage, or advise other accounts in the form of other privately offered funds, investment
vehicles, or separately managed accounts. Any such additional accounts may be
managed according to strategies or exposure targets that are similar to or materially
different from the Funds, and they may invest alongside the Funds. Certain additional
accounts may only be exposed to the strategies of certain investment teams or may be
more or less heavily weighted to certain investment teams.

Any such differences likely will result in differentiated performance of those accounts from
that of the Funds. The trading of such other accounts may follow a substantially similar
investment program as the Funds or overlap in terms of specific investments, but may be
structured with different expense, compensation, and liquidity terms than the Funds or may
afford their investors or account holders more transparency to all or a portion of their
strategies, exposures, or portfolios than is afforded to the investors in the Funds.

Co-Investment Opportunities
From time to time the Investment Manager may offer certain parties opportunities to co-
invest in certain investments alongside the Funds. The Investment Manager will not be
obliged to offer any particular co-investment opportunity (or portion thereof) to any
particular investor.    The amount of each co-investment opportunity allocated to
participating co-investors will be determined by the Investment Manager. The Investment
Manager may charge pass-through expenses, management fees, and/or performance-
based compensation on any such co-investment offered, or it may elect to offer any such
co-investment on a reduced or no fee basis.