Guard Capital Management Limited

Item 5: Fees and Compensation

Guard is compensated for the investment advisory services provided to Guard Cayman
according to the fee arrangement between Guard and Guard Cayman, which are, in turn,
dependent on the fee arrangements agreed between Guard Cayman and Guard Macro Fund,
or the relevant managed account (as applicable). Such fee may be based on a percentage of
the market value of the assets in Guard Macro Fund, or the relevant managed account (as
applicable), the “management fee”. In addition, Guard Macro Fund and each managed account
may pay a performance-based fee, payable to the holder of the management shares of Guard
Macro Fund (and of each managed account).

The advisory arrangement between Guard and Guard Cayman is terminable in accordance with
the termination provisions outlined in the relevant investment advisory agreement. The
advisory arrangement between Guard Cayman and Guard Macro Fund / the relevant managed
account (as applicable) are terminable in accordance with the termination provisions outlined in
the relevant investment management agreement. If a contract is terminated, all fees are subject
to pro-rata adjustment based upon the date of termination.

Management Fee

Guard (through Guard Cayman) charges fees as a percentage of assets under management
(management fees). Management fees charged by Guard Cayman to Guard Macro Fund (or
the relevant managed account) a percentage of assets under management are ordinarily
equivalent to up to 2.00% (per annum) of assets under management.

The management fee paid by Guard Macro Fund (or the relevant managed account) to Guard
Cayman is calculated on a monthly basis and payable monthly in arrears as soon as practicable
after the end of each calendar month. The management fee is debited from the value of Guard
Macro Fund (or the relevant managed account) and applied pro-rata across all investors in
Guard Macro Fund (or the relevant managed account).

Performance Fee

In addition, Guard Macro Fund and each managed account may pay a performance-based fee.
Such performance fee will be paid to Guard Cayman.

For each calculation period, the performance fee will be equal to the performance fee
percentage of the realized and unrealized appreciation in the net asset value per participating
share during the applicable calculation period above the current base net asset value per
participating share. The performance fee percentage may vary depending on the class of the
participating shares, but is expected to be not more than 20%.

Guard Cayman may, in its sole discretion, waive, rebate or decrease the performance fee that
is payable in whole or in part, in respect of each, or any one or more class and/or series, or for
certain shareholders in Guard Macro Fund within each class and/or series at any time,
including in particular during any wind down of Guard Macro Fund's business

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General

Guard reserves the right to negotiate fees with respect to certain managed accounts. Some
managed accounts are expected to pay more or less than others depending on certain factors
such as the type and size of the account. The negotiated fee is specified in the agreement
between Guard and Guard Cayman, and subject to the agreement between Guard Cayman
and the relevant managed account.

Other Fees and Expenses

In addition to the advisory fees discussed above, Guard Macro Fund and each managed
account may incur brokerage and other transaction costs, in addition to the management fee
paid to Guard Cayman and/or the performance fee (please refer to Item 12: Brokerage
Practices). These fees may be assessed by custodians, the administrator, prime brokers,
auditors and other third parties, and may include non-affiliated manager fees, custodial fees,
prime brokerage fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer
and electronic fund fees, and other fees and taxes on brokerage accounts and securities
transactions.

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Item 7: Types of Clients

Clients

Guard will offer investment advice to Guard Cayman, for use with respect to Guard Macro
Fund. In addition, Guard will offer investment advice to Guard Cayman, for use with respect to
each managed account established from time to time.

The prospective investors in each of Guard Macro Fund and each managed account are
expected to include a variety of institutional clients including high-net worth individuals,
corporate plans, foundations and endowments, trusts, estates, non-profit organizations, public
plans, governments, private investors, multi-employer plans, financial institutions,
intermediaries, sub-advised funds and pooled investment vehicles, including both affiliated and
unaffiliated US and non-US registered funds and US and non-US unregistered funds, among
others. All prospective investors in each of Guard Macro Fund and each managed account will
be Eligible Investors.

The arrangements between Guard Cayman and Guard Macro Fund and each managed
account are discretionary, and Guard (acting thorough Guard Cayman) selects the investments
and initiates trades on behalf of Guard Macro Fund / the relevant managed account, without
prior consultation of underlying investors.

A minimum initial investment size of US$5,000,000 applies for external investors participating in
Guard Macro Fund.

A minimum initial investment size of US$100,000,000 applies for each external investor
participating in a separate managed account. Minimum initial investment size for managed
accounts are negotiated separately.

Privacy Policy

Guard recognizes and respects the privacy concerns of its customers.           The business of
Guard, its clients and investors is strictly confidential.

Guard is strongly committed to protecting the privacy of client information and will not
disclose any non-public personal information about our customers or former customers to
anyone, except as permitted by law or by a relevant market regulator.

Information acquired by an employee while carrying out his or her responsibilities must not be
used for any purpose other than the proper performance of their duties and must not be
disclosed to outside persons or companies. Information may be given to other departments
within Guard only where permitted under the client agreement, applicable regulation or is
necessary for the operation of the business. This obligation continues to apply to employees
after they have left Guard. Confidential waste must be destroyed in accordance with local
archiving policies.

Guard will maintain physical, electronic and procedural safeguards that comply with the
requirements of the Hong Kong Securities and Futures Commission and the U.S. Securities and
Exchange Commission in order to protect all non-public personal information. Guard has also
adopted privacy policies and procedures that are designed to prevent the unauthorized disclosure
and use of client non-public personal information.

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Guard has adopted a detailed confidentiality policy as part of its internal compliance manual,
consistent with market best practice.

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Item 8: Risk of Loss

Material Risks

A.      Risks associated with management

Risk Management

Guard Cayman applies a risk management approach that it believes is appropriate for the
Guard Macro Fund. The application of any risk management approach involves numerous
judgments and qualitative assessments. No risk management system is fail-safe, and no
assurance can be given that Guard Macro Fund’s risk control framework will achieve its
objectives. From time to time, without notice to the investors in Guard Macro Fund, Guard
Cayman may modify or change Guard Macro Fund’s risk management system and procedures.

Reliance on Guard Cayman and Key Persons

Although the directors of Guard Macro Fund (the "Directors") have the ultimate authority and
responsibility for the management of Guard Macro Fund, the decisions relating to the
investment of Guard Macro Fund's assets has been delegated to Guard Cayman. Guard Macro
Fund's expertise in trading is therefore largely dependent on the continuation of an agreement
with Guard Cayman and the services and skills of its officers and employees. The loss of
Guard Cayman's services (or that of one of its key personnel) or any key persons could
materially and negatively impact the value of Guard Macro Fund as it may lead to the loss of
the use of any proprietary investment methodology developed by Guard Cayman or any key
persons. Participating Shareholders will have no right or power to take part in the management
of Guard Macro Fund.

Furthermore, in the event that Guard Cayman were to commit a fraud, were to be negligent,
exercise poor judgment or were to intentionally or inadvertently deviate from the investment
strategy or investment restrictions, Guard Macro Fund may suffer losses and its performance
could be adversely and materially affected.

Performance Fee

The Performance Fee payable to Guard Cayman may create an incentive to make investments
that are riskier or more speculative than would be the case in the absence of a Performance
Fee. Prospective investors should note that: (i) the Management Fee payable to Guard
Cayman; and (ii) the Performance Fee payable to Guard Cayman; is based in part upon
unrealised gains (as well as unrealised losses), and that such unrealized gains and losses may
never be realised by Guard Macro Fund.

Related Parties

The articles of Guard Macro Fund, the investment management agreement, and Guard Macro
Fund’s investment strategy and investment restrictions were not drafted based on arm’s length
negotiations, but instead were drafted by affiliates or service providers of Guard Macro Fund.
Because these arrangements were negotiated between related parties, their terms, including
terms relating to compensation, contractual duties, conflicts of interest and Guard Cayman’s
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