Geosphere Capital Management LLC

Item 5 – Fees and Compensation
Management Fees

For its provision of advisory services, Geosphere is generally eligible to receive a
management fee that is calculated as a percentage of assets under management. Fees are
payable quarterly in advance based on the quarter-end asset value as of the first business
day of the calendar quarter. Each underlying investor in a Fund pays the Fund the portion
of the fee attributable to that investor’s holdings in the Fund. Fees paid in advance are
not refundable.

Performance-Based Compensation

At the end of each fiscal year, each Fund also makes a performance-based allocation in
compliance with Rule 205-3 under the Investment Advisers Act of 1940, as amended (the
“Advisers Act”), to the respective general partner. Geosphere makes the performance
allocation pro rata from the account of each underlying investor in the amount attributable
to that investor’s holdings in the Fund. The performance allocation is subject to a high-
water mark. This means that no performance allocation is made unless the value of Fund
assets has increased since the prior allocation. If the Fund terminates the Investment
Management Agreement, or an underlying investor withdraws its assets from the fund, fees
will be allocated on a pro rata basis.

Fee Differential

The management fee and incentive allocation are negotiable in that Geosphere or the
general partner reserves the right to waive, reduce or calculate differently such fees for
investors that are members, partners, affiliates or employees of Geosphere, members of the
immediate families of such persons and trusts or other entities for their benefit, or for
certain large or strategic investors. In such circumstances, the Funds may, for
administrative convenience, issue a separate series/class or sub-class of interests/shares to
any such person.

The structure of the fees charged to other Clients, including the Sub-Accounts, are
negotiable and may differ from those charged to Funds sponsored by Geosphere. Fees
charged to other Clients will be set forth in the respective Investment Management or Sub-
Advisory Agreements or offering materials and typically, but not exclusively, will include
a management fee and performance-based allocation.

Special Investments

Certain Funds sponsored by Geosphere allow investors to elect, at the time of subscription,
to participate in investments that are illiquid, restricted or difficult to value (“Special
Investments”), as designated in the sole discretion of Geosphere. Applicable Funds will
issue Special Investment Shares to represent an investor’s participation in Special
Investments. Investors will not have the right to voluntarily redeem their interests in
Special Investments and interests generally must be held until the investment is sold or
deemed to be sold. Geosphere will not charge an incentive allocation on Special
Investments until the investment is sold or deemed sold upon which the proceeds of such
sale will be redeemed from the investor’s Special Investments Shares and converted into
the investor’s original class of shares.

Other Fees

All fees paid to Geosphere are separate from fees related to investments such as brokerage
commissions, transaction fees, research-related travel expenses, audit, legal, compliance,
and administrative fees and other related costs and expenses, which may be incurred by the

Fund(s). The Funds will also incur other charges imposed by custodians, brokers, and other
third parties, such as custodial fees, transaction related expenses, transfer taxes, wire
transfer and other fees. Such charges, fees and commissions are exclusive of and in
addition to Geosphere’s fees. Geosphere does not receive a portion of these other
commissions, fees and costs. (Please refer to Item 12 - Brokerage Practices for additional
information.). Certain Funds may be subject to an expense cap, such that operational
expenses exceeding a specified percentage of the total assets under management of will not
be paid for by Fund but instead will be paid for by Geosphere.

Billing Method

The respective Fund’s administrator deducts from the account of each investor the
applicable quarterly management fee, prorated if the account was opened during that
quarter. The Fund’s administrator also deducts from the account of each investor the
annual performance allocation, if applicable.

Withdrawals

Investors in a Fund are generally limited in their ability to terminate their participation in
the Fund. The Fund's offering documents will disclose redemption and transfer
restrictions. Funds may impose a “lock-up” period such that investors may not withdraw
capital that has not been invested for a specified period of time. Subsequent to any
applicable lock-up period, investors typically can only make partial withdrawals of their
capital account balances subject to the limitations described in the respective Fund’s
offering materials.

Other Compensation

None of Geosphere’s employees receive compensation for the sale of securities or other
investment products.

Valuation and Pricing

Unless specifically provided otherwise in the Fund’s confidential private placement
memoranda, Geosphere typically uses available pricing services or sources to determine
the market value of the Fund’s portfolio. Geosphere may rely on various services from
outside vendors for information such as pricing, ratings, and other relevant factors. While
these vendors are generally reliable, from time to time, information they provide may be
inaccurate or stale, which may affect the pricing and categorization of portfolio holdings.
While most of the Funds’ holdings are liquid securities, from time to time, Geosphere may
need to determine a price for a portfolio holding using “fair value” pricing methods. In
these situations, Geosphere elicits input from senior management within the Firm to
determine what it believes to be a representative or “fair” price for the holding. These
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Item 7 – Types of Clients
As of the date first written above, Geosphere offers its investment advisory services only
to private investment funds that are exempt from the Investment Company Act of 1940, as
amended. Please refer to Item 4 – Advisory Business for a list of such Clients.

Investors in Funds sponsored by Geosphere must meet certain eligibility provisions:
interests/shares in the Funds are generally offered to sophisticated investors who are (A)
U.S. investors who are, depending on the requirements outlined by each respective Fund,
(i) accredited investors within the meaning of Regulation D of the Securities Act of 1933,
as amended (“Accredited Investors”) and (ii) “qualified clients” under Rule 205-3 of the
Advisers Act or (iii) qualified purchasers within the meaning of the Securities Act of 1933,
as amended (“Qualified Purchasers”) and (B) qualified non-U.S. investors (as applicable).
Additionally, investors are subject to minimum initial investment amounts, subject to
reduction at the discretion of Geosphere (but in no event less than the statutory minimum
required by applicable law).

As noted above in Item 4 – Advisory Business, Geosphere does not offer and sell interests
in the Sub-Accounts, but rather only provides investment advisory services with respect to
a portion of assets in the Fund.