Engineers Gate Manager LP

Fees and Compensation.

        The fees applicable to each EGMF Fund are set forth in detail in each EGMF Feeder Fund's offering
documents. Fees, expenses and incentive compensation may be assessed at the EGMF Feeder Fund level or at the
EGMF Master Fund level. We calculate and assess expenses to clients based on a "pass through" approach that
reimburses the Investment Adviser for many categories of our expenses.

         The EGMF Funds

                  Expense Reimbursement; Performance Amounts.

          Given the "master-feeder" structure of the EGMF Funds, investors in each respective EGMF Feeder Fund
will be responsible for their pro rata portion of all expenses allocated exclusively to the EGMF Feeder Fund, as well
as for their pro rata portion of the EGMF Feeder Fund's share of the EGMF Master Fund's expenses. As an investor
in EGMF Domestic LP, EGMF Employee Investments LLC bears its pro rata share of the expenses of EGMF Domestic
LP. Similarly, a Trading Account will reimburse the Investment Adviser for its pro rata portion of all expenses
incurred by the Investment Adviser on its behalf, subject to contractual arrangements between the parties,
provided that a Trading Account will reimburse for a pro rata portion of Sub-Adviser Expenses (as defined below)
relating to only those Sub-Advisers trading on behalf of such Trading Account, if any.

        The EGMF Master Fund will be responsible for all costs and expenses of establishing and maintaining the
operations of the EGMF Master Fund and the EGMF Feeder Funds (other than the taxes and certain other
expenses that relate solely to a particular EGMF Feeder Fund, which will be borne by such EGMF Feeder Fund).

         The EGMF Feeder Funds (through their investment in the EGMF Master Fund) will be responsible for their
allocable portion of all or substantially all of (i) the expenses of the EG Management Entities (as defined below),
including expenses incurred in connection with the pursuit or establishment of new business lines or initiatives
such as minority investments in third-party asset management firms, joint ventures with third party asset
management firms or other entities or the establishment of a new client (each a "New Business Initiative"), except
to the extent a given expense is incurred (in whole or in part) in connection with the provision of services by the
Investment Adviser or its affiliates to another client, including overhead and employee compensation (both of
which could be considerable) and (ii) to the extent applicable pursuant to the relevant arrangement with a Third-
Party Sub-Adviser, the expenses of such Third-Party Sub-Adviser, subject to the terms of and limitations in such
agreement. This "expense pass through" arrangement with the Investment Adviser, and by extension, its
application with respect to Third-Party Sub-Advisers (if applicable), differs from that of many other private fund
structures and private fund managers, where the adviser receives a management fee in lieu of a reimbursement
for its overhead and similar expenses. In this instance, the Investment Adviser receives only reimbursement of its
expenses and does not receive a management fee.

         The compensation and other costs and expenses borne by the EGMF Master Fund may be incurred by any
EGMF Feeder Fund, the EGMF Master Fund, any trading subsidiary or other collective investment or special
purpose vehicle (each, a "Fund Vehicle" and collectively, the "Fund Vehicles"), the Investment Adviser, a general
partner of any of the Funds or any of their respective affiliates (each, an "EG Management Entity" and collectively,
the "EG Management Entities") in respect of the EGMF Master Fund or any EGMF Feeder Fund or in furtherance of
the EGMF Master Fund's investment program, which may be incurred by any Third-Party Sub-Adviser in respect of
the management of the EGMF Master Fund's assets and/or the provision to the EGMF Master Fund of exposure to
a Third-Party Sub-Adviser's strategy or strategies (including through a Managed Account or investment by the
EGMF Master Fund in a Sub-Adviser Fund). Such costs and expenses will include, without limitation, expenses in

the following categories, subject to the terms described in further detail in each EGMF Feeder Fund's offering
materials.

   i.    investment program expenses, whether or not any investments are consummated, and certain
         investment- or trading-related operational expenses (collectively, "Trading and Data Expenses");

  ii.    expenses related to the compensation of all employees of the Investment Adviser and other EG
         Management Entities, including compensation paid to Portfolio Managers, Investment Team members
         and Third-Party Sub-Advisers as discussed further below (collectively "Compensation Expenses");

  iii.   other operational expenses of any Fund Vehicle (collectively, "Fund Operational Expenses");

  iv.    investment management services and other operational expenses related to the EG Management Entities
         (collectively, "Operational Expenses");

  v.     subject to the terms of and limitations in any applicable sub-advisory (or other) agreement in respect of
         any Managed Account or Sub-Adviser Fund, any expenses or compensation incurred by a Third-Party Sub-
         Adviser in connection with management of the EGMF Master Fund's assets and/or the provision to the
         EGMF Master Fund of exposure to such Third-Party Sub-Adviser's strategy or strategies, whether through
         a Managed Account, a Sub-Adviser Fund or a derivative instrument or structured product in which the
         reference asset is a Sub-Adviser Fund, a Managed Account or another pool of assets otherwise managed
         by such Third-Party Sub-Adviser ("Sub-Adviser Expenses").

Additional details regarding the "expense pass through" arrangement are contained in the private placement
memoranda for the EGMF Feeder Funds.
...

TYPES OF CLIENTS

We provide investment advice to the Funds and any Trading Accounts, as described above.

                       METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

         Our objective is to generate attractive absolute and risk-adjusted returns on invested capital over a multi-
year period, consistent with our investment program, as described in more detail in Item 4 of this Brochure.

          The descriptions set forth in this Brochure of specific advisory services that we offer to clients, as well as
investment strategies pursued and investments made by us on behalf of our clients, should not be understood to
limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy
and make any investment, including any not described in this Brochure, that we consider appropriate. The
investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a
substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved.

         Material, Significant or Unusual Risks Relating to Investment Strategies.

          The following risk factors do not purport to be a complete list or explanation of the risks involved in an
investment in the Funds advised by us. These risk factors include only those risks we believe to be material,
significant or unusual and relate to particular significant investment strategies or methods of analysis employed by
us. As each Fund may pursue its investment objective by investing in Financial Instruments through Managed
Accounts, Sub-Adviser Funds or derivative instruments in which the reference assets are Managed Accounts, Sub-
Adviser Funds, or other pools of assets managed by a Third-Party Sub-Adviser, unless the context indicates
otherwise, the risks discussed in this section that relate to the Investment Adviser should be understood to relate
to the Investment Adviser, External Investment Teams, Internal Investment Teams and Third-Party Sub-Advisers,
and the risks discussed in this section that relate to a Fund and its investments should be understood to relate to
such Fund's investments managed by the Investment Adviser, any External Investment Team, any Internal
Investment Team and any Third-Party Sub-Adviser engaged or providing exposure to such Fund for such purpose.

         References herein to the “Funds” should be understood to include any Trading Account and references
herein to “investors” should be understood to include the holder of any Trading Account, in each case, where
applicable.

         Systems and Operational Risks Generally.

           The Investment Adviser must develop and implement appropriate systems for the Funds' activities. The
Investment Adviser relies heavily and on a daily basis on financial, accounting and other data processing systems to
execute, clear and settle transactions across numerous and diverse markets and to evaluate certain Financial
Instruments, to monitor its portfolio and capital, and to generate risk management and other reports that are
critical to the oversight of the Funds' activities. In addition, the Investment Adviser relies on information systems
to store sensitive information about the Funds, the Investment Adviser, their affiliates and the EGMF Fund
investors. Certain of the Funds' and the Investment Adviser's activities will be dependent upon systems operated
by third parties, including brokers, prime brokers, the administrator, market counterparties and other service
providers, and the Investment Adviser may not be in a position to verify the risks or reliability of such third-party
systems. Failure in the systems employed by the Investment Adviser, brokers, prime brokers, trading
counterparties, custodians, the administrator, counterparties, exchanges and similar clearance and settlement
facilities and other parties could result in mistakes made in the confirmation or settlement of transactions, or in
transactions not being properly booked, evaluated or accounted for. Disruptions in the Investment Adviser's
operations may cause the Funds to suffer, among other things, financial loss, the disruption of trading or
investment operations, liability to third parties, regulatory intervention or reputational damage. Any of the
foregoing failures or disruptions could have a material adverse effect on the Funds and the investors' investments
in the Funds.

         Reliance on Technical Trading Systems.

         The Investment Adviser will allocate the Funds' assets to investment strategies that are based on technical
trading systems. Although the Investment Adviser retains all discretion with respect to the manner in which a
trading system's output is interpreted and applied, there can be no assurance that the Investment Adviser's
trading systems and its interpretation and application of the trading systems' output will take into account all
relevant factors. Technical trading systems can also be ineffective when fundamental factors drive Financial
Instruments' prices.

         Testing of New Strategies.

         To the extent the Investment Adviser uses a new strategy, method, or signal in respect of the Funds, the
Investment Adviser cannot necessarily predict accurately how such new strategy, method or investment signal will
perform and how various market conditions may impact performance, and, as a result, the Funds (and the
underlying investors) may suffer losses, which could be significant.

         Use of Systems.

         The Investment Adviser relies extensively on the use of computer systems, hardware, software, and
telecommunications equipment. The Investment Adviser makes use of its own equipment as well as equipment,
systems and services (including "cloud" based storage and other services) provided by third parties. Accordingly,
...