Genesee Investments LLC

Item 5. Fees and Compensation.

   A. Advisory Fees and Compensation

    Asset Based Fees.
The Adviser charges each investor in the Genesee Funds an investment management fee based on the
value of the investor’s investment, in accordance with the following schedule:

For Genesee Balanced Fund LP and Genesee Balanced Fund Ltd.:
                                                     Annualized Investment Management
      Investment Amount                              Fee (As a % of Investment Amount)
      All investment amounts                                 1.0%

For Genesee Credit Opportunities Fund LP (a sleeve of Genesee Balanced Fund LP) and Genesee Credit
Opportunities Fund Ltd. (a sleeve of Genesee Balanced Fund Ltd.):
                                                         Annualized Investment Management
      Investment Amount                                  Fee (As a % of Investment Amount)
      Up to $20,000,000                                           1.5%
      $20,000,000 and above                                       1.0%

If the investor has been introduced to the Genesee Funds by a placement agent, finder or wealth
management organization, the annual percentage rate may be determined by combining the amounts
invested in all of the funds above by all investors introduced to the fund by the placement agent, finder or
wealth manager.

Investment management fees are charged monthly in arrears. The fee is paid at the end of each calendar
month and is based on the value of each investor’s investment (including net unrealized appreciation or
depreciation of investments and cash, cash equivalents and accrued interest) as of the first day of such
month.

The Adviser has discretion to alter the fee structure on a case by case basis and has done so in the past.
Accordingly, fees have been and may be negotiable.

   Performance-Based Compensation

For Genesee Balanced Fund LP and Genesee Balanced Fund Ltd., the Adviser is paid a performance-
based incentive fee of 5% of the profits allocated during the year. The performance-based fee is based on
the share of capital gains on or capital appreciation of an investor’s investment. The Adviser will not
receive a performance fee with respect to any investor in a particular year unless the investor has recouped
any prior years’ losses. The incentive fee is accrued monthly and payable annually. The Adviser can
make monthly draws and any draws in excess of the actual performance fee earned (if any) must be re-
paid promptly after each year-end.

   B. Payment of Fees

The Adviser deducts the asset-based fee by instructing the Genesee Funds’ administrator who in turn
instructs the Genesee Funds’ custodian to do so.

   C. Other Fees and Expenses

Each of the Genesee Funds pays its own operating and other expenses including, but not limited to, legal
expenses, auditing expenses, tax preparation expenses, administrative, custodial and other operational
expenses. Investors in the fund will bear their pro rata portion of those expenses. In addition, the Genesee
Funds are structured as master-feeder funds. Feeder funds bear a pro rata share of the expenses associated
with Genesee Master Balanced Fund Ltd. (the “Master Fund”).

Item 7. Types of Clients.

The Adviser’s current clients are all pooled investment vehicles.