Dipsea Capital LLC

Item 5 Fees and Compensation
A. Fee Schedule

Lower fees for comparable services may be available from other sources.

Dipsea Capital, LLC (“DCL”) serves as the investment manager to Dipsea Capital Fund LP, a private
fund launched in July 2015, and also provides discretionary investment management services to
separately managed accounts. Not all clients are required to invest in Dipsea Capital Fund LP, and
DCL may provide advisory services to separately managed account clients without requiring or
soliciting those clients to invest in the Fund.

For separately managed account clients, the applicable fee schedule will be set forth in the client’s
investment advisory agreement. For investors in Dipsea Capital Fund LP, the applicable fee schedule
will be described in the Fund’s private placement memorandum, limited partnership agreement,
subscription documents, or other governing documents.

Asset-Based Fees for Portfolio Management

Fees for separately managed account clients are negotiated individually based on the nature and
scope of the services provided, the size of the account, the investment strategy, and other relevant
factors. Management fees for separately managed account clients generally range from 0.00% to
1.00% annually based on assets under management, as set forth in the applicable investment advisory
agreement.

Investors in Dipsea Capital Fund LP generally pay an annual management fee of 1.00% of assets
under management, as described in the Fund’s governing documents.
Unless otherwise stated in the applicable investment advisory agreement or Fund documents, the
stated management-fee percentage is applied to the entire amount of assets under management and
is not calculated using a blended tier schedule.

For example, if a client has $10,000,000 of assets under management and pays an annual
management fee of 1.00%, the annual management fee would generally be calculated as follows:

$10,000,000 × 1.00% = $100,000 annual management fee.

If the fee is billed quarterly, the quarterly fee would generally be:

$100,000 ÷ 4 = $25,000 quarterly management fee.

Actual fees may vary depending on the terms of the applicable investment advisory agreement or Fund
documents, the timing of deposits and withdrawals, account valuation, the applicable billing period, and
whether fees are billed in advance or arrears.

Performance-Based Fees for Portfolio Management

DCL may charge performance-based compensation only to clients who satisfy the applicable “qualified
client” requirements under Rule 205-3 of the Investment Advisers Act of 1940 and California Code of
Regulations, Title 10, Section 260.234.

As of June 29, 2026, a “qualified client” generally includes a natural person or company that satisfies at
least one of the following requirements:
    1. Immediately after entering into the advisory contract, the client has at least $1,400,000 under
        the management of DCL;
    2. Immediately before entering into the advisory contract, DCL reasonably believes that the client
        has a net worth of more than $2,700,000, either individually or jointly with a spouse in the case
        of a natural person;
    3. The client is a “qualified purchaser,” as defined in Section 2(a)(51)(A) of the Investment
        Company Act of 1940; or
    4. The client otherwise qualifies under an applicable category of Rule 205-3, including certain
        executive officers, directors, trustees, general partners, or qualifying knowledgeable employees
        of DCL.
    5.
For purposes of the net-worth test, the value of a natural person’s primary residence is generally
excluded. Debt secured by the primary residence is also generally excluded up to the residence’s
estimated fair market value, subject to the debt-related adjustments and limitations specified in Rule
205-3.

The applicable qualified-client dollar thresholds may be adjusted periodically for inflation. DCL will
apply the thresholds and other requirements in effect when the applicable advisory contract is entered
into, renewed, extended, or otherwise becomes subject to a new qualification determination, subject to
applicable transition rules

DCL will not enter into or maintain an arrangement requiring payment of performance-based
compensation unless the client satisfies the applicable qualified-client requirements or another
available exemption. DCL will obtain and retain documentation reasonably supporting the client’s
qualification.

Qualified separately managed account clients generally pay a performance-based fee equal to 20.00%
of capital appreciation, subject to a high-water mark and the terms of the applicable investment
advisory agreement.

If a qualified client’s portfolio increases in value, the client will generally pay 20.00% of the increase
above the applicable high-water mark, adjusted for deposits and withdrawals. If the portfolio declines in
value, the client generally will not incur an additional performance-based fee until the portfolio exceeds
the prior high-water mark, as adjusted for deposits and withdrawals.

The high-water mark is generally the highest value of the client’s account as of the end of any prior
performance-fee measurement period, after accounting for deposits, withdrawals, fees, and other
adjustments specified in the applicable agreement.

For example, assume a qualified client begins the year with an account value and high-water mark of
$10,000,000 and makes no deposits or withdrawals during the year. If the account increases in value
to $11,000,000 before deduction of the performance-based fee, the appreciation subject to the fee
would generally be $1,000,000:

$11,000,000 ending value − $10,000,000 high-water mark = $1,000,000 capital appreciation.
$1,000,000 × 20.00% = $200,000 performance-based fee.

The treatment of the account’s high-water mark following payment of the performance-based fee will
be determined in accordance with the applicable investment advisory agreement.
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Item 7 Types of Clients
DCL generally provides advisory services to the following types of clients:

❖ High-Net-Worth Individuals
❖ Private Funds
❖ Investment Advisory Platforms
❖ Foundation and Charitable Organizations

The minimum initial investment in Dipsea Capital Fund LP is generally $500,000. The minimum ac-
count size for a separately managed account is generally $1,000,000.
DCL may, in its sole discretion, waive or reduce these minimum investment or account-size require-
ments based on factors including the nature and scope of the advisory relationship, the client’s antici-
pated additional investments, the investment strategy, operational considerations, and other relevant
circumstances.