Highcrest Capital LLC

FEES AND COMPENSATION
  Management Fee

                 Investors in the Funds bear a management fee (the “Management Fee”),
  payable monthly in advance, equal to 0.1666% (a 2% annual rate) of the Investor’s gross
  asset amount as of the first day of the month. The Management Fee will be prorated for any
  capital contribution or withdrawal by an Investor that is effective other than as of the first
  day of a month.

                Additionally, please note that the Management Fee charged to Investors in the
  Highcrest Opportunities Fund, L.P. differs between a founders group Investor and a non-
  founders group Investor. For the founders group, the management fee is 1% per annum, while
  for the non-founders group, the management fee is 2% per annum.

  Performance Allocation

                  Investors meeting the definition of “Qualified Client” may be charged a
  performance allocation. A Qualified Client is defined in SEC Rule 205-3 under The Investment
  Advisers Act of 1940 (the “Advisers Act”), as follows: “A natural person who, or a company
  that… has at least $1,100,000 under the management of the investment adviser” or “A natural
  person who, or a company that, the investment adviser entering into the contract (and any person
  acting on his behalf) reasonably believes, immediately prior to entering into the contract…: has a
  net worth (together, in the case of a natural person, with assets held jointly with a spouse) of more
  than $2,200,000…”.1 Generally, Investors in the Funds are subject to a monthly performance
  allocation (the "Performance Allocation") in the amount of 20% of each Investor’s ratable share
  of the Fund’s net profits for such month, subject to a high-water mark.

                 In the event that a Fund is terminated or an Investor withdraws other than at the
  end of a fiscal year, then for purposes of determining the Performance Allocation allocable at
  such time to the Investment Adviser or its affiliates, net profits will be determined as if such dates
  were the end of the fiscal month, subject to certain adjustments. The Investment Adviser may
  waive, reduce or calculate differently the Management Fee or Performance Allocation with
  respect to certain Investors. The Firm’s receipt of a Performance Allocation is intended to align
  the Firm’s interests with those of its Clients, and to provide the Firm with a greater incentive to
  manage assets well. Such fees will be structured and charged in a manner consistent with the
  requirements of applicable law. The nature of the performance-based fees, however, creates
  potential conflicts of interest among the Firm, its associated persons, and Clients.

  For purposes of calculating a natural person's net worth: (1) The person's primary residence must not be included as an asset; (2)
Indebtedness secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time
the investment advisory contract is entered into may not be included as a liability (except that if the amount of such indebtedness
outstanding at the time of calculation exceeds the amount outstanding 60 days before such time, other than as a result of the
acquisition of the primary residence, the amount of such excess must be included as a liability); and (3) Indebtedness that is secured
by the person's primary residence in excess of the estimated fair market value of the residence must be included as a liability.

Additional Fees and Expenses

                The Funds bear their own expenses including, without limitation, investment-
related expenses (e.g., brokerage commissions, research-related expenses including news and
quotation equipment and services, expenses associated with attending any conferences and
seminars, travel, lodging and other expenses), clearing and settlement charges, custodial fees,
interest expenses, expenses relating to consultants, attorneys, brokers or other professionals or
advisers who provide research, advice or due diligence services with regard to investments,
appraisal fees and expenses and investment banking expenses, computer hardware and software
and related technology services (including hardware and software used to route trade orders and
hardware and software relating to internal portfolio systems) and expenses associated with
installing computers, cable and telephone lines and equipment, legal expenses, accounting, audit,
tax preparation and other tax-related expenses (including preparation costs of financial
statements, tax returns and reports to Investors), expenses relating to obtaining liability, key man,
and other types of insurance for directors and officers, the Investment Adviser, its affiliates and
their respective partners and members, entity-level taxes, organizational expenses, printing and
mailing costs, expenses relating to the offer and sale of interests (including travel and other
expenses related to meetings with prospective Investors), the Management Fee, administration
fees and related costs (including fees to the administrator), extraordinary expenses and other
expenses associated with the operation of the Fund or an affiliate of the Fund, including any
litigation or arbitration legal fees and costs relating to the Fund and/or an affiliate of the Fund, as
determined by the general partner of the Fund. In the event that the Fund invests into an
independently operated investment fund, the Fund will pay management fees and/or performance
fees to that independently operated fund. Namely, the Fund will be paying the fees owed by the
Fund to the Firm and the fees owed to an independently operated investment fund.

              As noted above, the Management Fee is payable monthly in advance based on
the Investor’s net asset amount as of the first day of the month and any new Investor capital
added for that month. In the event a Fund is terminated prior to the end of a calendar month,
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TYPES OF CLIENTS

              As described above, the Investment Adviser offers investment advice to
privately placed pooled investment vehicles.

              The Firm provides discretionary investment management services to privately-
offered, pooled investment vehicles, as described above in Item 4.B, which is intended for
investment by investors that are “accredited investors” as defined in Rule 501 of Regulation D
under the Securities Act of 1933, as amended (the “Securities Act”) and “qualified purchasers”
as defined under Section 2(a)(51) of the Investment Company Act and the rules and regulations
thereunder. The minimum investment required to invest in the Funds is $250,000. The
applicable general partner, in its sole discretion, may waive, reduce, or increase the minimum
investment amount.