Goldsky Asset Management LLC

Item 5 – Fees and Compensation
 Calculation and Payment of Management Fees

   A. The Partnership
 In consideration for providing portfolio management and administrative services to the Partnership, the
 Adviser will generally receive a management fee (the “Partnership Management Fee”), equal to 1/12th of
 1.80% per month (approximately 0.15% monthly, which is approximately 1.80% annually) of each
 Limited
 Partner’s share of the Partnership’s Net Asset Value. The Partnership Management Fee shall be payable
 monthly in arrears and calculated as of the last Business Day of each calendar month. The Partnership
 Management Fee will be deducted from invested capital or Partnership income. Since the Partnership
 Management Fee may accrue at some time during a calendar month, the Limited Partners may be required to
 pay a pro-rated Management Fee on amounts invested or redeemed during the month. The Partnership
 Management Fee is payable from the income received from Partnership investments attributed to Limited
 Partners on a monthly basis (“Limited Partner Income”). Limited Partner Income is received in the form of
 disposition proceeds of the Partnership’s investments attributed to Limited Partners. In the event that
 Limited Partner Income is not received by the Partnership in any given month or is insufficient to cover all of
 the Partnership Management Fees, the Partnership Management Fees for such month may be paid with
 invested capital of Limited Partners, or may, in the Adviser’s sole discretion, be accrued and paid in a month
 where there is income sufficient to pay such fee. The Adviser, in its sole discretion, may waive or reduce the
 Partnership Management Fee with respect to one or more Limited Partners for any period of time, or agree
 to apply a different Management Fee for that Limited Partner.

 Each Limited Partner has the right, upon written notice to the Adviser, to withdraw either (i) all of its
 capital account balance or (ii) any portion of its capital account balance in excess of $10,000, in either
 case only at the end of any calendar month (each, a “Withdrawal Date”). A Limited Partner may not
 make a partial withdrawal request for less than $10,000. Payment of any amount withdrawn shall be
 made within 30 days after the Withdrawal Date; provided, however, that any Limited Partner giving notice
 to withdraw more than 90% from its capital account shall be paid an amount equal to 90% of its
 estimated capital account (computed on the basis of unaudited data) within 30 days after the Withdrawal
 Date. The Partnership shall pay such Limited Partner the balance, without interest, subject to audit
 adjustments, within 30 days after completion of the annual audit of the Partnership’s books. The General
 Partner will be subject to the same withdrawal provisions; provided, however, that the Adviser shall
 maintain its capital account in accordance with the requirements of the Partnership Agreement. All
 withdrawals shall be deemed made prior to the commencement of the following month.

 If the Adviser in its discretion permits a Limited Partner to withdraw capital other than on a Withdrawal
 Date, the Adviser may impose an additional administrative fee to cover the legal, accounting, administrative,
 brokerage, and any other costs and expenses associated with such withdrawal. Any imposed administrative
 fee will be retained by the Partnership. Other than the administrative fee which may be imposed on
 withdrawals other than on a permitted Withdrawal Date, there are no withdrawal fees associated with a
 Limited Partner’s withdrawal of capital from the Partnership

 B. The Offshore Fund

 In consideration for providing portfolio management and administrative services to the Offshore Fund, the
 Adviser will generally receive a management fee (the “Offshore Fund Management Fee”), equal to 1/12th of
 1.80% per month (approximately 0.15% monthly, which is approximately 1.80% annually) of each
 Shareholder’s share of the Offshore Fund’s Net Asset Value. The Offshore Fund Management Fee shall be
 payable monthly in arrears and calculated as of the last Business Day of each calendar month.

Part 2A of Form ADV: Uniform Application for Investment Adviser Registration                              Page 6

                                                                                 Goldsky Asset Management, LLC

The Offshore Fund Management Fee will be deducted from invested capital or Offshore Fund income.
Since the Offshore Fund Management Fee may accrue at some time during a calendar month, the
Shareholders may be required to pay a pro-rated Management Fee on amounts invested or redeemed
during the month. The Offshore Fund Management Fee is payable from the income received from
Offshore Fund investments attributed to Shareholders on a monthly basis (“Shareholder Income”).

Shareholder Income is received in the form of disposition proceeds of the Offshore Fund’s investments
attributed to Shareholders. In the event that Shareholder Income is not received by the Offshore Fund in
any given month or is insufficient to cover all of the Offshore Fund Management Fees, the Offshore Fund
Management Fees for such month may be paid with invested capital of Shareholders, or may, in the Adviser’s
sole discretion, be accrued and paid in a month where there is income sufficient to pay such fee. The Adviser,
in its sole discretion, may waive or reduce the Offshore Fund Management Fee with respect to one or more
Shareholders for any period of time, or agree to apply a different Management Fee for that Shareholder.

Each Shareholder has the right, upon prior written notice to the Adviser, to redeem either (i) all of its Shares
or (ii) any portion of its Shares such that the remaining number of the Shareholder’s Shares have a Net Asset
Value of at least $10,000, in either case only at the end of any calendar month (each, a “Redemption Date”). A
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Item 7 – Types of Clients
Currently, the Adviser’s Clients include only the Goldsky Funds. The Partnership’s Limited Partners may
include U.S. taxable persons, entities, and private investment funds. The Offshore Fund’s Shareholders may
include Non-U.S. taxable persons, tax exempt entities, retirement plans, corporate pension and profit-sharing
plan. The minimum investment by an investor in either the Partnership or the Offshore Fund is $100,000,
however, the Adviser is authorized to accept lesser amounts in its sole discretion. Investors in the Partnership
must qualify as “Qualified Clients” under Rule 205-3(d)(1) of the Investment Advisers Act; therefore, must
have at least $1,000,000 under management with the Adviser, certify to the Adviser that such investor has a
net worth of at least $2,100,000 at the time of investment, or certify that such investor is a “qualified
purchaser” or a “knowledgeable employee,” as defined in Section 2(a)(51) of the Investment Company Act.
Investors in the Offshore Fund may not to be either a “prohibited person” or “restricted person” as defined
below. Residents of certain countries may be subject to stricter suitability standards than those stated above
and the Adviser may reject the subscription documents of subscribers not meeting such standards. A
prohibited person is an investor that falls into any of the following categories:
   i) any subscriber whose acquisition of Shares would cause a breach of the law or requirements of any
        country or governmental authority including anti-money laundering regulations or conventions; or
   ii) any subscriber acting directly or indirectly on behalf of terrorists or terrorist organisations, including
        those persons or entities that are included on the List of Specially Designated Nationals and Blocked
        Persons maintained by the US Treasury Department’s Office of Foreign Asset Control1 (“OFAC”) as such
        List may be amended from time to time; or
   iii) any subscriber acting directly or indirectly for a senior foreign political figure, any member of a senior
        foreign political figure’s immediate family or any close associate of a senior foreign political specifically
        figure2notified (a by the “politically subscriber exposed in person” writing or that it is “potentate”) such
        a person, unless the conducts Fund, after further being due diligence, and determines that such
        investment shall be permitted, or
   iv) any subscriber or any entity acting as trustee, agent, representative or nominee for a subscriber that is a
        foreign shell bank3; or
A restricted person is any United States person as defined below, and other persons from time to time
designated as such by the Adviser including:
      i) any natural person resident in the United States;
      ii) any partnership or corporation organized or incorporated under the laws of the United States;
      iii) any estate of which any executor or administrator is a United States person; any trust of which any
         trustee is a United states person;
      iv) any agency or branch of a foreign entity located in the United States;
         other fiduciary for the benefit or account of a United States person;
      v) any discretionary account or similar account (other than an estate or trust) held by a dealer or other
         fiduciary organized, incorporated or, if an individual, resident in the United States; or
      vi) any partnership or corporation if (i) organized or incorporated under the laws of any foreign
         jurisdiction and (ii) formed by a United States persons principally for the purpose of investing in
         securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by
         Qualified Clients who are not natural persons, estates or trusts.

    The OFAC list may be accessed on the web at http://www.treas.gov/ofac.

  Senior foreign political figure means a senior official in the executive, legislative, administrative, military or judicial branches of a
foreign government (whether elected or not), a senior official of a major foreign political party or a senior executive of a foreign government-
owned corporation. In addition, a senior foreign political figure includes any corporation, business or other entity that has been formed by,
or for the benefit of, a senior foreign political figure. The immediate family of a senior foreign political figure typically includes the political
figure’s parents, siblings, spouse, children and in-laws. A close associate of a senior foreign political figure is a person who is widely
and publicly known

Part 2A of Form ADV: Uniform Application for Investment Adviser Registration                                                                Page 9

                                                                                     Goldsky Asset Management, LLC