Dakota Pacific Global Macro Advisers LP

FEES AND COMPENSATION

Dakota Pacific generally receives both asset-based “management fees” and performance-based fees or
allocations from its Clients.
Fund Management Fees. With respect to its management of the Funds, while Dakota Pacific does not
have a standardized fee schedule for its investment advisory services and the annual rate of the management
fee may vary among Funds and investors based on classes, length of investment and amount of investment,
it is generally charged at a rate of between .5% and 1.5% per annum of the net asset value, committed
capital or invested capital of each such investor, as more fully described in the applicable Memorandum.
Dakota Pacific may, in its discretion, waive or reduce the management fee with respect to any investor in
any Fund, including its affiliates or employees. The management fee is generally adjusted on a pro rata
basis to account for any contributions, withdrawals and/or transfers made by investors in the Funds during
a calendar month or quarter, as applicable. Such fees generally are paid quarterly in advance by the
deduction of such fees from the Fund’s assets or charged against each investor’s capital account as described
in the applicable Memorandum. In addition to these asset-based fees, the Funds generally pay performance-
based compensation to Dakota Pacific and/or its affiliates, as described in the next section.
For Dakota Pacific I LP and Dakota Pacific II LP, during the period commencing on the initial closing date
and ending on the expiration of the investment period, such limited partners’ rata share of the management
fee shall equal one and one-half percent (1.5%) per annum of the capital commitment of such limited
partner. After the expiration of the investment period, each limited partner’s pro rata share of the
management fee shall equal one and one-half percent (1.5%) per annum of such limited partner’s share of
the invested amount. The invested amount shall equal the aggregate cost to the Fund of its portfolio
investment together with such amounts as have been reserved for identified follow on investments, provided
that the cost of any securities which have been sold or otherwise disposed of or which have been completed
written off shall be excluded any and any amount released from any reserve for follow on investment. The
limited partner’s share of the invested amount shall be determined by reference to the cumulative capital
contributions made by such limited partner invested in the portfolio investments used to determine the
invested amount and their pro rata share of any amount set aside in such reserves, expressed as a fraction
of the cumulative capital contributions of all limited partners so contributed or set aside in such reserves.

For Dakota Pacific Artemia LP, the management fee shall be calculated with respect to each limited partner
equal one and one-half percent (1.5%) per annum of the excess of (i) the capital contributions of such
limited partner, over (ii) the amount distributed to such limited partner in accordance with capital
transaction proceeds as stated in the applicable Memorandum.

Transaction Fees and Compensation. In connection with the investments made by Dakota Pacific II LP,
various transaction fees are paid to Dakota Pacific or one or more of its affiliates by portfolio companies or
other third parties. Such fees include consulting or monitoring fees, investment banking fees, breakup fees,
directors’ fees, closing fees, transaction fees and similar fees. The receipt of fees and other compensation
by Dakota Pacific and its affiliates in connection with investments made by Dakota Pacific II LP creates a
potential conflict of interest, as it could be seen as providing an incentive for Dakota Pacific to cause Dakota

Pacific II LP to make investments it would not otherwise make, or for structuring investments for the
purpose of helping Dakota Pacific and/or its affiliates obtain fee compensation. To mitigate this potential
conflict of interest, Dakota Pacific and its affiliates will (with certain limitations) offset such fees or other
compensation against management fees payable by Dakota Pacific II LP to Dakota Pacific, as further
described in Dakota Pacific II LP’s Memorandum.
Other Fees and Expenses. Dakota Pacific’s fees do not include transaction fees, brokerage commissions,
custody fees and other related costs and expenses that will be incurred by Clients with respect to transactions
on their behalf.
Investors in the Funds also bear additional charges and expenses in connection with such investments. The
Funds incur legal and organizational expenses in connection with their formation and initial offering, which
generally will be borne by the relevant Fund (and, therefore, indirectly by its investors); provided that such
expenses shall be limited as described in the applicable Memorandum. In addition, the Funds also bear
ongoing expenses, which may include, without limitation, legal, bookkeeping, accounting, auditing,
recordkeeping, administration, computer and clerical expenses (including expenses incurred in preparing
reports and tax information and regulatory authorities (e.g., Form ADV and Form PF filings) and expenses
for specialized administrative services); printing and duplication expenses; investment related travel
expenses, investment research expenses, monitoring expenses, market data, newswire and data processing
expenses; software and connectivity charges; bank charges and borrowing costs; exchange, board of trade
or other trading or execution facility membership or participation expenses; investment banking fees,
offering expenses; filing fees; directors’ and officers’ liability insurance; investment and operating
expenses; and other expenses necessary to operate the Funds. Additional details regarding the fees and
expenses borne by investors in the Fund are set forth in the applicable Memorandum.
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TYPES OF CLIENTS

The Investment Adviser’s services are designed for sophisticated investors that are knowledgeable and
experienced in financial and business matters such that they can evaluate the merits and risks of an
investment with the Investment Adviser. Dakota Pacific advises each Fund on a discretionary basis with
the exception of Dakota Pacific II LP, which is managed on a non-discretionary basis.
Dakota Pacific operates the Funds in reliance upon the exclusion from the definition of an “investment
company” described in Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “1940
Act”). In order to qualify for this exclusion, investments in the Funds generally are limited to U.S. persons
who are “accredited investors,” as defined in Rule 501 of Regulation D under the Securities Act of 1933
and “qualified purchasers,” as defined in Section 2(a)(51) of the 1940 Act. Dakota Pacific generally does
not require a minimum investment amount. However, investors in Dakota Pacific Global Macro Fund are
subject to a minimum investment requirement of $500,000. It is at the discretion of Dakota Pacific to waive
such minimum amounts.

         METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General Philosophy.
The Investment Adviser employs a top-down global macro analysis, including economic and political risk
assessment to identify compelling risk/reward opportunities, as well as fundamental bottom-up research to
select securities and structure trades. The foundation of the Investment Adviser’s investment process is an
emphasis on due diligence and research involving local market participants, analysts, and business
executives, among others, to understand a particular market’s economic and political dynamics and their
impact on fiscal and monetary policy. The Investment Adviser believes these relationships, in combination
with research and trade structuring, constitute the Investment Adviser’s competitive advantage.
On a case-by-case basis, the Investment Adviser seeks to identify the key economic and other geopolitical
issues driving a security’s valuation. This often includes understanding the stage of the country’s business
and economic cycle, the specific political climate, and then relating this analysis to global liquidity and
capital flows of money into or out of an asset class. The Investment Adviser focuses on probable responses
to these factors, concentrating on outcomes that may result in the current and forecasted price of related
securities shifting significantly. This analysis is considered against a thorough exploration of trade
implementation based on each idea’s risk/reward profile and overall portfolio fit.
Generally, the Investment Adviser’s investments can be grouped into 5 to 10 themes which are customarily
traded opportunistically over a 3 to 24-month time period. In its fundamental analysis, the Investment
Adviser will analyze underlying economic factors to identify mispricing of risk between prevailing market
values and a range of fundamentally driven outcomes. More generally, the Investment Adviser seeks assets
that are relatively under- or over-valued.
Important market indicators are monitored to verify various theses. These indicators provide direction for
trade timing and can augur investor appetite or risk aversion. Such market analysis is performed across all
asset classes. The Investment Adviser constantly examines global markets for potential threats to each trade.
The geographies and markets which the Investment Adviser analyzes are usually at different stages of their
respective economic cycles and present a wide range of opportunities, with only a small proportion of them
being considered for investment by the Investment Adviser. The Investment Adviser may significantly

reduce market exposure from time to time when the Investment Adviser believes that relatively few
compelling opportunities present themselves.
Occasionally the Investment Adviser will use technical factors (i.e., factors intrinsic to the market such as
price trends or patterns) to identify pricing anomalies, however the Investment Adviser’s strategy is
primarily fundamental and does not heavily rely on technical factors.
The Investment Adviser primarily focuses on discretionary, global macro investing across both developed
and emerging markets. The Investment Adviser has the flexibility to invest across markets, asset classes,
timescales and geographies.
The Investment Adviser engages in a variety of investment strategies, each of which may take into account
different economic factors, methods of analysis, and trading techniques in order to identify potential market
opportunities. These strategies can generally be categorized as either fundamentally driven global macro
investments or relative value strategies.
Dakota Pacific Global Macro Fund

With respect to Dakota Pacific Global Macro Fund, the Investment Adviser primarily focuses on, but is not
limited to, its investments in foreign exchange, interest rates, sovereign credit, developed market corporate
credit, equities, commodities, and their related derivatives. In practice, the Investment Adviser will
generally avoid investing in single-name securities (other than sovereign credits) such as individual
corporate bonds or company-specific stocks. While the Investment Adviser prizes fundamental research
and individual insight, the Investment Adviser generally believes the idiosyncratic nature of individual
company risk is inconsistent with managing a global macro strategy and distracts the Investment Adviser’s
attention away from more thematic trades which are often more liquid, offer more flexibility in terms of
structuring, and are more efficient ways to express a view. However, from time to time the Investment
Adviser will take a position in single name security (often a credit) if either (i) the Investment Adviser
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