Fortwood Capital LP

5. FEES AND COMPENSATION

DESCRIPTION
FortWood charges its clients a “management fee” based on a percentage of assets under management. All
client contracts will include a fee schedule agreed to by the client and the Firm. In addition, performance
fees or allocations may be charged to Fund or Account clients, in accordance with the governing documents
of the applicable Fund and/or the written agreement between FortWood and the Account client, as
applicable.
Fees are negotiable but may be subjected to contractual restrictions from the Firm’s existing clients.

FEE BILLING
Investment management fees for Accounts are typically billed quarterly, in arrears, but in a limited number
of cases, clients are billed monthly or annually or in advance. Payment in full is expected within 30 days of
receipt of the invoice. Fees may be settled and deducted from a client’s account if the client has provided
written instruction to their custodian to offset invoices directly from the account.
Fees payable by a Fund will typically be paid by the deduction of such fees from the Fund’s assets, and the
timing and frequency of such payments will be set forth in the Fund’s governing documents.

OTHER TYPES OF FEES OR EXPENSES
FortWood’s fees are exclusive of transaction costs, brokerage commissions, custody fees and other related
costs and expenses that will be incurred by a Fund or Account with respect to the transactions entered into
for its account.
In addition, the Funds will incur other expenses in connection with FortWood’s advisory services. FortWood
is authorized to incur and pay, in the name and on behalf of the Fund, all expenses which they deem
necessary or advisable.
These expenses are further described in the Fund’s governing documents, and include the Fund’s own
administrative and operational expenses, including but not limited to, organizational expenses in
connection with its formation, the management fees and fees payable to an administrator; legal,
administration, auditing, accounting (including third-party accounting services), tax preparation and other
professional expenses; bond surveillance fees; due diligence costs; insurance expenses; transaction
expenses; market data expenses; filing fees and expenses (including regulatory filings made in respect of
the Funds such as Form PF preparation and filing expenses); research expenses (including research-related
travel); the costs of printing and distributing annual reports and statements and expenses in connection
with the ongoing offering of the Funds, including the cost of producing and distributing offering
memoranda and other marketing materials, and expenses paid to third party vendors, including travel and
the cost of producing and delivering offering materials, regulatory and compliance expenses directly related
to the Funds; software, data bases and other technical and telecommunications services; order management
and risk management systems; investment expenses such as commissions, interest on margin accounts and
other indebtedness; custodial fees; bank service fees; all taxes imposed on the Fund (or that the Fund is
required to withhold or pay with respect to any of its investors), and other operating expenses. Each Fund

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FORTWOOD CAPITAL LP

also bears, as an investor in the master fund, its pro rata share of the master fund’s operational expenses.
Each Fund also bears expenses incurred in connection with the formation of alternative investment vehicles
to the extent permitted under the client’s constitutional documents; and expenses incurred in connection
with the formation, maintenance and operation of special purpose vehicles through which the fund makes,
holds or manages investments.
The Firm is responsible for and shall pay, or cause to be paid, all of their own ordinary administrative and
overhead expenses, including, without limitation, all costs and expenses related to rent, salaries, office
equipment, computer equipment, supplies, wages, bonuses, and other employee benefits.
Neither the Firm nor its employees accept compensation, including sales charges or service fees, from any
person for the sale of securities or other investment products traded or invested in by the Funds or Accounts.

PAST DUE ACCOUNTS
FortWood may charge interest on overdue accounts at a rate of 2% per month (24% per annum).

TRANSACTION COSTS
Where clients settle their subscription or redemption of units/interests in the Firm’s pooled investment
vehicles for cash, in accordance with its Subscription and Redemption Policy, FortWood may address the
related transaction costs for subscriptions and redemptions of a certain size by applying a fixed anti-dilution
levy against the net amount of the transaction.
Transaction costs include items such as brokerage commissions, ticket charges, valuation charges, clearing
fees, sales tax, value added tax, stamp charges and other charges incurred by the fund as well as the market
impact arising from the investment of subscription proceeds (or the funding of a redemption). Market
impact estimates may include bid/ask spreads and estimated short term price movements that result from
FortWood’s trading.

FIXED ANTI-DILUTION LEVIES
Any fixed anti-dilution levy applied by FortWood in respect of a subscription or redemption is based on a
good faith determination of the representative average transaction costs related to such subscription or
redemption, taking into consideration the asset class and securities being traded, and is applied against the
subscription or redemption of the transacting unitholder for the benefit of the Fund, not FortWood.
At least annually, FortWood will review and potentially amend the amount of each pooled investment
vehicle’s fixed anti-dilution levies, as well as any thresholds associated with applying such fixed anti-dilution
levies. The levy amendments are based on a number of factors, including but not limited to: the markets
...

7. TYPES OF CLIENTS

DESCRIPTION
FortWood Capital offers asset management services to various clients, including, but not limited to, pension
fund sponsors, group retirement plans, governments, corporations, Indigenous groups, not-for-profit
organizations and is also acts as an adviser or sub-advisor for various collective investment vehicles, including
private funds and non-United States (“U.S.”) funds. The commingled investment vehicles issue units, shares
or interests to investors and such units, shares or interests may not be offered for sale by way of a prospectus.

INVESTOR REQUIREMENTS/ACCOUNT MINIMUMS
Currently, the Funds rely upon the exclusion from the definition of “investment company” described in
Section 3(c)(1) or 3(c)(7) (as applicable) of the Investment Company Act of 1940, as amended (the “1940
Act”). In order to qualify for this exclusion, investment in such Funds is generally limited to U.S. persons who
are “qualified purchasers,” as defined in Section 2(a)(51) of the 1940 Act, or “accredited investors” as

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FORTWOOD CAPITAL LP

defined in rule 501(a) of Regulation D under the Securities Act of 1933 and “qualified clients” within the
meaning of Rule 205-3 under the Investment Advisers Act of 1940, as amended, as well as non-U.S. investors.
In general, the definition of (a) “qualified purchaser” includes individuals with $5,000,000 or more in
“investments” (as defined by the U.S. Securities and Exchange Commission (“SEC”)) and entities with
$25,000,000 or more in “investments,” as well as certain other specified categories of entities; (b)
“accredited investor” includes individuals with a net worth exceeding $1,000,000 or an annual income
exceeding $300,000 and entities with over $5,000,000 in assets as well as certain other specified categories
of entities; and (c) “qualified client” includes individuals with $1,100,000 of assets under management with
the Firm or a net worth exceeding $2,200,000. Other investor requirements and investment minimums for
the Funds are described in their respective governing documents.
The minimum investment for Accounts is approximately $10,000,000, which minimum may be reduced or
waived by FortWood.
There is no minimum annual fee charged.