Cook Pine Capital LLC

Item 5: Fees and Compensation

Cook Pine Capital LLC generally charges two base fees in order to manage and administer the alternative
portfolio of each client.

Annual Management Fee: Calculated as 1% of the value of assets in the account that to which Cook Pine
Capital provides investment advice. Management fees are deducted from client accounts each quarter
(0.25%) in advance of the quarter beginning based up the asset value of the account at end of the preceding
quarter. Clients who fund their accounts mid-quarter will be charged a management fee on those funds on
a pro rata basis for that quarter. Clients who terminate contract between quarter ends will be eligible for a
refund of management fee for that quarter based upon number of days remaining in that quarter divided by
total days in that quarter multiplied by the management fee percentage previously charged for that quarter.

Annual Administrative Fee: Calculated as an amount no greater than 0.25% of the value of the assets in the
account that to which Cook Pine Capital provides investment advice. Depending upon the set-up of the
account, this fee may be used to reimburse Cook Pine Capital for out-of-pocket expenses related to third-
party service providers and can differ between accounts depending on asset size and nature of investments.
Some of these third-party service fees relate to fees charged by independent US custodians/administrators
(e.g. wire fees, holding fees, nominee fees, accounting fees, transaction (subscription or redemption) fees),
and auditors (performance attestation, incentive fee attestation, agreed-upon procedures letter, NAV check,
cash balance check). Administrative fees are deducted from client accounts in advance quarterly or semi-
annually in arrears.

Research/Travel Expense Fees: In certain negotiated circumstances, Cook Pine Capital may charge fees
related to general Research and/or Due Diligence Research travel and expenses as part of managing a client
portfolio. These fees are generally in addition to or in lieu of Cook Pine’s traditional Management or
Administrative fees. This provides clients with flexibility in how they would like to manage the expenses
of their portfolio.

As a part of holding a domestic US or international account with advice provided by Cook Pine Capital,
investors are required to open an independent custodial/administrative account at a reputable banking entity
either in the US or overseas. As part of this custodial relationship, the custodian/administrator will often
charge fees directly to the client's custodial account. Some of these fees include wire fees, holding fees,
nominee fees, accounting fees, transaction (subscription or redemption) fees. In cases such as these, the
administrative fee charged to the client by Cook Pine Capital will be less to account for these fees being paid
independently by the client.

Given upfront costs associated with building a portfolio, clients who terminate contract with Cook Pine
Capital within the first two years are subject to a 5% penalty in year one, and a 2.5% penalty in year two.
No penalties are assessed from year three onwards.

Clients under Cook Pine Capital's advisement for alternative asset portfolios are subject to management fees
from the underlying funds that comprise the wider portfolio. These management fees generally range from
0% to 2% of assets managed by each fund comprising the wider portfolio.

With respect to Cook Pine Capital clients who receive non-alternative investment advice, fees are charged
on a negotiated basis, and may be flat or asset based.

All clients may select to have fees automatically deducted from their custodian account or to be billed.

All fees charged by Cook Pine Capital regarding alternative investment portfolios are generally non-
negotiable. Cook Pine Capital LLC does not receive any compensation from third parties for directing any
part of its business. This action would represent a conflict of interest and would not allow us to serve our
clients without influence. Cook Pine Capital prides itself on being independent and able to make investing

decisions for our clients purely on the merits of the investment at hand. Cook Pine Capital has strict
procedures in place to ensure that all employees understand this and act accordingly. If any remuneration
is offered to an employee from any avenue, employee must elevate the issue immediately to both the Chief
Compliance Officer and the President of Cook Pine Capital.

Item 7: Types of Clients

Cook Pine Capital LLC primarily advises high net worth individuals or entities (trusts, companies,
endowments and foundations) that are qualified to invest into hedge and private equity funds. These

individuals are qualified based upon their high net worth, other similar investments/holdings, and their
overall suitability for investing into risky investments. These conditions are confirmed via accordance with
the “qualified purchaser” Section 2(A)(51) of the Investment Company Act of 1940. Cook Pine Capital is
also open to advising foundations and endowments that are qualified for investments of this kind.

Pre-investment, Cook Pine Capital conducts a thorough "know your client" process, including the review of
several sources of identity/domicile documentation and tax identification to discern future tax liability. Cook
Pine Capital also abides by provisions of the US Patriot Act to ensure that Cook Pine Capital is not used as
a vehicle in money laundering or any other nefarious activity. Clients of Cook Pine Capital must not only
pass the thorough strict due diligence procedures conducted by Cook Pine Capital, but also similar
investigation by the qualified custodian bank for the account, and the funds and their administrators in which
they are to invest.