DFN Management LLC

Item 5 – Fees and Compensation

Management Fees
The offering or transactional documents (e.g., offering memoranda and other governing documents,
which include but are not limited to, operating agreements, fee agreements and side letters) (such
documents “Materials”) for each Fund contain a detailed description of the fees applicable to an
investment in such Fund.
The Adviser receives a monthly management fee, in arrears (“Management Fee”) equal to 0.083% (at a
1.0% annualized rate) in connection with its investment management services to the Funds. The
Management Fee is calculated and payable to the Adviser monthly, in arrears, as of the last day of each
month. A pro-rata Management Fee is charged on any capital contributions accepted by the Funds other
than at month-end. No part of the Management Fee will be refunded in the event that an investor
withdraws, whether voluntarily or involuntarily, fully or partially other than at month-end. The Adviser,
in its sole discretion, may waive or reduce the Management Fee with respect to one or more investors
(including affiliates of the General Partners or the Adviser) for any period of time, or agree to apply a
different Management Fee for any investor (all such arrangements in the form of a rebate or otherwise)
in such circumstances, the Adviser will be under no obligation to extend that arrangement to other
investors.
Performance Fees
The General Partners will be entitled to receive a performance allocation (“Performance Allocation”) at
the close of each fiscal year (or such other period that this reallocation is made in accordance with the
Partnership Agreement, as the case may be) (the “Performance Allocation Date”) in respect of each
investor’s capital account. A Performance Allocation will only be due and payable in circumstances where
the net asset value in respect of an investor’s capital account (including realized and unrealized gains and
net of the Management Fee) exceeds the “high water mark” described in the Materials.
The amount of the Performance Allocation for the 90/10 Fund in respect of an investor’s capital account
as of a particular Performance Allocation Date will be an amount equal to (i) ten percent (10%) of net gain
up to an amount equal to eight percent (8%) of the high water mark (the “Hurdle Amount”) and (ii) twenty
percent (20%) of the net gain in excess of the Hurdle Amount; provided that if the measurement period
for calculating the amount by which the net asset value in respect of an investor’s capital account
(including realized and unrealized gains and net of the Management Fee) on the Performance Allocation
Date exceeds the high water mark on that date.

The amount of the Performance Allocation for the Advantage Fund will be twenty percent (20%) of the
amount by which the net asset value in respect of an investor’s capital account (including realized and
unrealized gains and net of the Management Fee) on the Performance Allocation Date exceeds the high
water mark on that date.
The General Partner, in its sole discretion, may waive or reduce its Performance Allocation with respect
to any investors for any period of time, or agree to modify any such Performance Allocation for that
investor without extending that arrangement to other investors. The General Partner, in its sole
discretion, may reallocate a portion of its Performance Allocation to certain investors.
Organizational and Initial Offering Expenses
The Funds’ organizational and initial offering expenses were previously paid and have been fully amortized
for accounting purposes.
Operating Expenses
The Funds shall pay or reimburse the General Partner and its affiliates for (i) all expenses incurred in
connection with the ongoing offer and sale of interests, including without limitation, documentation of
performance and the admission of investors and any expenses associated with establishing the Fund as a
feeder fund in a “master- feeder” structure properly allocable to the Fund, (ii) all operating expenses of
the Fund such as tax preparation fees, governmental fees and taxes, external administration fees and
costs, communications with investors, and ongoing legal, accounting, auditing, bookkeeping, consulting
and other professional fees and expenses, including without limitation consulting fees and costs with
respect to procurement, cybersecurity, analysis, legal, accounting, financial management and insurance
services, (iii) all Fund trading and investment costs and expenses (e.g., brokerage commissions, expenses
related to short sales, custodial fees and clearing and settlement charges), (iv) all fees and expenses of
research, consulting services, hardware, software, data and other technology and communications
utilized in the Fund’s trading and investment activities, including without limitation legal, research,
accounting, investor reporting, tracking, ledger systems, financial management, third-party due diligence,
and cybersecurity software; provided that any research and trading expenses incurred jointly for the Fund
and other clients of the General Partner or the Adviser that are not identifiable to a particular account will
be allocated among the Fund and such clients in accordance with the net asset value of the Fund and the
net asset value of each such client, the size of the investment made by each of the Fund and such client
in the activity giving rise to the expense, or in such other manner as the General Partner deems fair and
equitable; (v) all insurance insuring the Fund, including without limitation directors and officers liability,
fidelity bond, cybersecurity, errors and omissions liability, crime coverage, property and casualty and
general partnership liability insurance; (vi) all fees and other expenses incurred in connection with the
investigation, prosecution or defense of any claims, assertion of rights or pursuit of remedies, by or against
...

Item 7 – Types of Clients
DFN’s Funds consist of pooled investment vehicles operating as private hedge funds. The investment
minimum required by each Fund is $500,000 and is subject to lesser amounts being accepted at the
discretion of the Firm to the extent permitted in the relevant Fund’s Materials.