Gresham Investment Management LLC

Item 5 Fees and Compensation
 Our compensation from commingled investment vehicles is generally comprised of management fees based
 on a percentage of “Net Asset Value” or “NAV” (prior to the accrual for management fees) and in certain
 cases performance-based compensation based on an investor’s net profits. The management fee rate
 generally varies from 0% to 2%, and the performance compensation rate ranges from 0% to 30% over
 applicable benchmarks.
 Fees are described in detail in each fund’s offering documents, please refer to the relevant offering
 documents for a complete understanding. We may negotiate fees and other terms separately with fund
 investors. The Funds may enter into separate agreements, commonly referred to as “side letters”, or other
 similar agreements with a particular investor in connection with its admission to a Fund without the
 approval of any other investor, which would have the effect of establishing rights under or supplementing
 the terms of the applicable Fund’s constitutive documents with respect to such investor in a manner more
 favorable to such investor than those applicable to other investors. Such rights or terms in any such side
 letter or other similar agreement may include, without limitation: (i) reporting obligations, (ii) waiver of
 certain confidentiality obligations, (iii) “most favored nation” provisions or (iv) rights or terms requested or
 necessary in light of particular investment, legal, regulatory, or public policy characteristics of an investor.
 Employees and other investors affiliated with Gresham may not be charged management or performance-
 based fees with respect to their investments in our funds. The minimum initial investment for a separately
 managed account is generally $50 million, and the fees we charge to separately managed accounts are
 individually negotiated with the client.
 With respect to comingled funds, expenses are generally as follows:

     • We absorb the expenses of employing investment personnel (other than the fees of the third-party
       cash managers) and cover our own expenses for office space, utilities, computer equipment, services,
       and secretarial, clerical, and other personnel.

    • Each comingled vehicle bears all of its organizational, offering and operating expenses, including,
      without limitation, investment expenses, legal expenses, accounting, audit and tax preparation
      expenses, any taxes, filing fees, license fees, fees and expenses of the fund administrator, fees and
      expenses of the Funds Board or Advisory Committee, as applicable, insurance costs to the extent
      permitted by law, printing and mailing costs, brokerage commissions, any other costs or contingent
      costs of acquiring or liquidating positions, expenses relating to the offer and sale of interests, and any
      extraordinary expenses such as any litigation costs.

In addition to the above-described fees and expenses, commingled funds and separately managed account
clients are also responsible for certain fees and expenses charged by the relevant custodians and brokers,
including, but not limited to, commissions and exchange fees. Investors should refer to the offering
documentation or investment management agreement, as applicable, for further details on fees and expenses.
We bill separately managed account clients quarterly, and commingled vehicles either monthly or quarterly in
arrears, for management fees. Performance-based compensation (after the subtraction of management fees
and above an agreed-upon benchmark or hurdle rate, as set forth in the investment management agreement
for separately managed accounts or the offering documents of the relevant commingled investment vehicle)
may be billed at the end of the quarter or year, as applicable. Certain commingled investment vehicles may
allocate performance-based compensation to Gresham Asset Management LLC, an affiliate of Gresham.

Termination of the Advisory Relationship: An advisory agreement for a separately managed account may be
canceled at any time, by either party, subject to the applicable notice provisions. Interests in commingled
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investment vehicles are typically redeemable at month-end upon 5 business days’ notice or otherwise as
provided by the fund documents. Upon termination of any account, any earned but unbilled fees will be due
and calculated on the basis of the number of days that have elapsed between the last billing period date and
the termination date or otherwise as articulated in the relevant documents.

No Wra p Fee Arrangements: Gresham has no wrap fee arrangements with any broker or futures
commission merchant.

ERISA Accounts: Gresham is deemed to be a fiduciary to advisory clients that are employee benefit plans
pursuant to the Employee Retirement Income and Securities Act (“ERISA”). As such, Gresham is subject to
specific duties and obligations under ERISA and the Internal Revenue Code that include, among other
things, restrictions concerning certain forms of compensation.

No Sa le Compe nsa tion: Neither Gresham nor any of its supervised persons accepts compensation for the
sale of securities or other investment products.

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Item 7 Types of Clients
 Gresham provides investment advice to pooled investment vehicles and separately managed accounts.
 Clients holding separately managed accounts may include, among others:

     • Pension and profit-sharing plans (other than plan participants);

     • Corporations or other businesses;

     • State or municipal government entities;

     • Other investment advisers;

     • Insurance companies;

     • Foundations and endowments;

     • Sovereign wealth funds;

     • Sub-adviser to investment companies;

     • Collective Trusts; and

     • Non-Profit Organizations

 We generally require our clients to invest a minimum of $50 million to open a separately managed account,
 although we reserve the right to accept accounts of smaller sizes at our sole discretion. The minimum
 investment requirement in a commingled investment vehicle employing our strategies is negotiable but
 generally will not be less than $50,000.

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