Deltec Asset Management LLC

Item 5: Fees and Compensation

       Deltec’s clients include both pooled investment accounts sponsored by Deltec (each a “Fund” and
together “the Funds”) and separately managed accounts (each an “account” and together “the accounts”).
References to “client” or “clients” in this brochure include the Funds and separate accounts.

        Most clients are charged an investment management fee, which is an asset-based fee, generally
ranging from 1.00% to 1.50% of the value of the client’s assets under management. The minimum annual
asset-based fee is $3,750.00. Deltec also charges some of its clients a performance fee, which is
compensation that is equal to a share of the appreciation in the value of a client’s assets. Performance fees
equal 20% of the appreciation earned by such clients’ assets and, in all cases, are subject to a
losscarryforward provision.

        Deltec’s fees are negotiable and some investors in Funds and separate account holders pay more
or less than other similarly situated investors for the same management services, depending on, for
example, relationship inception date, number of related investment accounts or total client assets under

management by Deltec in related investment accounts. Deltec also waives or may modify fees charged to
investors in a Fund or separate account holders that are members, employees or affiliates of Deltec and/
or relatives of such persons.

         Each of the Funds may enter into agreements, or “side letters,” with certain prospective or existing
investors whereby such investors may be subject to terms and conditions that are more advantageous than
those set forth in the offering memorandum for such Fund. For example, such terms and conditions may
provide for: special rights to make future investments in the Fund, other investment vehicles or managed
accounts; special liquidity rights relating to frequency, or related pre-notice; special rights to a reduction or
rebate in fees or withdrawal or redemption charges to be paid by the investor and/or other terms; special
rights to receive reports from the Fund on a more frequent basis or that include information not provided
to other investors (including, without limitation, more detailed information regarding portfolio positions)
and such other rights as may be negotiated by the Fund and such investors. The modifications are solely
at the discretion of the Fund and may, among other things, be based on the size of the investor’s investment
in the Fund or affiliated investment entity, an agreement by the investor to maintain such investment in
the Fund for a significant period of time, or some other similar commitment by the investor to the Fund.
None of the Funds have entered into any such “side letter” agreements.

        The vast majority of clients pay Deltec’s asset-based investment management fees quarterly in
arrears while a small number of clients pay such fees quarterly in advance. All asset-based fees are
calculated by Deltec and, at the client’s election, are either deducted from the account by Deltec or billed
to the client. When fees are billed in arrears and Deltec has not managed an account or Fund for a full
quarter, the asset-based fee is pro-rated. When fees are billed in advance and the advisory relationship is
terminated before the end of the billing period, Deltec calculates the fee that was earned prior to the
termination date and refunds the difference to the client. Performance fees are calculated and billed
annually and are either deducted from the account or billed to the client.

       In addition to investment management and performance fees, clients incur other expenses in
connection with their investment activities conducted by Deltec including, but not limited to, commissions
and transaction costs paid to executing brokers and fees for securities clearance, settlement and custody.
Deltec’s brokerage practices are described in Item 12 of this brochure.

Item 7: Types of Clients

        Deltec provides investment advice to the Funds and to individuals, pension and profit sharing
plans, trusts, charitable organizations and other pooled investment vehicles. While Deltec has no formal
minimum account size to open or maintain a separate account, it will generally not accept a separate
account of less than $500,000 and individual portfolio managers may require a higher initial minimum to
open a separate account. The minimum initial investment required by each Fund is disclosed in the
offering memorandum for such Fund.