Eli Circle Capital LP

Item 5.    Fees and Compensation

       The SMAs and Fund investors are provided with detailed disclosures in the applicable
investment management agreement or Fund offering documents as to how the relevant
management fee compensation (the “Management Fee”), if any, is calculated and charged.

       For the Funds, Management Fees are generally deducted in advance on a quarterly basis.
Capital contributions made on dates other than the first day of a calendar quarter will be assessed
a pro-rata Management Fee at the time such capital contributions are made. Once paid, the
Management Fee is typically non-refundable.

        For those SMAs that are charged a Management Fee, it typically is deducted quarterly in
arrears, as more fully described in the investment management agreement with each of the SMAs.

         Eli Circle may also receive performance-based compensation (a “Performance Fee”) from
the Funds and certain SMAs. Performance Fees are structured to comply with Rule 205-3 under
the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and other applicable
provisions of federal and state laws. If the Client’s performance exceeds: (i) its previous high-
water mark; and (ii) a pre-determined hurdle rate, typically the ten-year Treasury yield, the Firm
is entitled to performance-based compensation in the form of a percentage of an investor’s profits.
Performance Fees are typically calculated and payable to Eli Circle or allocated to the Firm at the
end of each calendar year or upon a limited partner’s or Client’s withdrawal of all or any portion
of its capital account(s).

        All or part of the Management Fees or Performance Fees payable by the Funds may be
waived, reduced, rebated, discounted or, with the consent of the applicable limited partner(s) if
required, calculated differently by the Firm in its discretion from time to time. The terms of each
SMA are negotiated among the parties.
        All current and potential Fund investors/Clients should review the offering or governing
documents for each Fund/Client in conjunction with this Brochure for more complete information
on the fees and compensation payable with respect to a particular Fund investor or Client.

       The Funds reimburse the Firm for legal and other organizational and offering expenses
incurred in the formation of the Funds up to an agreed limit. In addition, the Funds pay for or
reimburse the Firm for expenses related to their ongoing operations, as outlined in the applicable
governing documents and confidential private placement memoranda.

      Neither Eli Circle nor any of its supervised persons accept compensation (i.e., brokerage
commissions) for the sale of securities or other investment products.

Item 7.    Types of Clients

        Currently, the Firm’s Clients include private funds that are exempt from registration under
the Investment Company Act of 1940, as amended and separately managed accounts. Eli Circle
generally requires investors to invest a minimum of $1,000,000 in a Fund. However, it is at the
discretion of the Firm to waive such minimum amounts. The Firm determines the minimum
investment amount for other Clients, including the SMAs, on a case-by-case basis.

      Interests in the Funds are only offered to qualified individuals and entities that, at a
minimum, meet the criteria of “qualified clients.”