FIO Advisors LP

Item 5 – Fees and Compensation

FIO typically receives compensation from its Clients from the following sources: (a) fees based on a
percentage of assets under management; and (b) fees or allocations based on a percentage of the
performance of the Client accounts. Fees for Managed Account clients are negotiable. Current and
prospective clients should carefully review all fees charged by FIO. Different fees are charged to
different Clients and Investors, and fees can be waived, rebated or reduced for certain Clients and
Investors, including for certain affiliates, principals and employees.

Management Fee:

In consideration of its services to the Funds, FIO is entitled to a management fee measured as a
percentage of net assets of the Fund. Generally, the management fee is paid quarterly in advance.

Performance based Compensation:

Subject to certain terms and limitations disclosed in the Governing Documents, FIO is entitled to
receive performance-based compensation (the “Incentive Allocation”) with respect to the Funds in
an amount equal to a percentage of the net capital appreciation attributable to each Investor’s capital
account in the Fund (after taking into account expenses of the Fund, including any Management
Fees). The Incentive Allocation is generally payable annually after year‐end or at the time the
Investor withdraws from the Fund if before year‐end. The Incentive Allocation will be calculated on
the basis of the aggregate balance in an Investor’s capital account, irrespective of how many or when
capital contributions are made to such capital account by such Investor.

An Incentive Allocation can also be subject to what is commonly known as a “high water mark.”
That is, if a capital account underperforms during a calendar year, the net underperformance will be
recorded and carried forward to future calendar years (such amount is referred to as the “Loss
Carryforward”), and FIO will not receive the Incentive Allocation with respect to such capital
account for future calendar years until the Loss Carryforward amount has been recovered (i.e., when
the Loss Carryforward amount has been exceeded by the cumulative net outperformance in the
calendar years following the Loss Carryforward). Once the Loss Carryforward has been recovered,
the Incentive Allocation shall be based on the excess net capital appreciation over the Loss
Carryforward amount, rather than on all net capital appreciation. The “high water mark” procedure
prevents FIO from receiving the Incentive Allocation for net capital appreciation that simply restores
previous underperformance and is intended to ensure that the Incentive Allocation is based on the
long-term performance of the Fund.

Managed Account Clients can also be subject to the Management Fee and performance-based
compensation similar to those described above. The level of compensation can vary by Client, based

on a Client’s investment objectives and limitations.

Generally, FIO may deduct fees directly from the Funds, in which fees and expenses are allocated to
fund clients in accordance with the expense allocation policies and procedures adopted by FIO. Such
general expense allocation policies and procedures are always subject to any specific allocation
provisions set forth in a fund client’s offering documents. Similarly, FIO bills the Managed Account
Clients for applicable advisory fees, in line with the respective Managed Account Clients offering
documents.

Except as provided herein or the constituent Governing Documents, FIO renders its services to the
Clients at its own expense and is responsible for its overhead expenses including: office rent; utilities;
furniture and fixtures; stationery; secretarial/internal administrative services; salaries and bonuses;
entertainment expenses; employee insurance and payroll taxes.

Other Expenses Charged to the Clients:

Each fund client typically bears all costs and expenses (subject to a cap where applicable), other
than fees paid to placement agents, incurred in connection with the formation and organization
(such costs and expenses, the “Organizational Costs”) of the fund client as well as its pro rata share
of the Organizational Costs of master funds. Such Organizational Costs are typically amortized over
the first 60 months of the fund’s operations. The Advisor typically bears the costs of any fees paid
to placement agents either directly or through an offset to the management fee.

Subject to the terms of the Governing Documents, the Clients typically pay all expenses (subject to a
cap where applicable) incurred by it or on its behalf, which may include, but are not limited to, the
management fee, investment related expenses (i.e., expenses that the Advisor reasonably determines
to be related to the acquisition, holding and disposition of the fund client’s assets, such as due
diligence expenses, consultant expenses, brokerage fees and commissions, expenses relating to short
sales, clearing and settlement charges, pricing and valuation fees, custodial fees, bank service fees,
interest expenses, taxes and expenses related to proposed investments that are not consummated),
research fees and expenses (including publications and quotation services), data feed expenses, risk
and office management software fees, investment-related travel expenses, insurance expenses, legal
expenses, regulatory expenses (including expenses related to Form PF and Form CPO PQR),
professional fees (including, without limitation, expenses of consultants and experts) relating to
investments, internal and external accounting expenses (including the cost of accounting software
packages), auditing, reporting and tax preparation expenses, administrative expenses, expenses
relating to maintaining the registered offices of the fund client’s general partner and master fund in
the Cayman Islands (if applicable), third-party administrative fees, fees and expenses of service
...

Item 7 – Types of Clients

As mentioned in Item 4, FIO provides investment advisory services to Managed Accounts and Funds.
Interest in the Funds is offered only to sophisticated and qualified investors, including but not limited
to: high-net-worth individuals, family offices and institutions. The minimum investment in the Funds
is generally $5,000,000.00 although FIO can elect to accept a lesser amount in its sole discretion.

Generally, FIO offers Managed Account services only to qualified institutions such as insurance
companies and family offices. As of the date of this Brochure, FIO does not have a set minimum to
open a Managed Account.