Light Arc Capital Management LLC

Item 5.      Fees and Compensation

         The Firm and/or the General Partner, as applicable, generally receives asset-based
management fees with respect to the Funds (each, a “Management Fee”) and an annual
performance allocation or fee (described in Item 6, below) (each, a “Performance Allocation”).
The fees and allocations that are applicable to each of the Funds are disclosed in the respective
Fund’s governing documents. Management Fees are generally paid monthly in arrears as of the
last calendar day of each calendar month. Management Fees will be prorated for any redemption
that is effective other than as-of the last day of a month.

        All or part of a Management Fee may be waived, reduced, rebated, discounted or, with the
consent of the applicable limited partner(s) if required, calculated differently by the Firm in its
discretion from time to time. The Firm or its affiliates are entitled to certain performance-based
compensation from Clients when certain conditions are met. See Item 6 for more information on
performance-based compensation.

        The Firm’s fee schedule is omitted because this Brochure is only being delivered to
qualified purchasers as defined in the Investment Company Act of 1940, as amended (“Company
Act”).

        In addition to compensation payable to the Firm and organizational and offering expenses
of the Light Arc Funds, each Light Arc Fund will typically bear its pro rata share of the following
types of expenses:

          (i) fees paid to the administrator; (ii) accounting and tax preparation expenses, including
outsourced “shadow” administration services; (iii) fees and expenses related to market data
providers and pricing services and alternative data providers; (iv) certain expenses related to the
investment process, including outsourced trading expenses and the cost of consultants, lawyers
and other professional experts employed by the Firm in connection with its investments; (v)
research expenses associated with evaluating and monitoring investments; (vi) various risk,
portfolio and order management systems; (vii) certain transaction based expenses; (viii) the cost
of insurance benefitting the Light Arc Funds, the General Partner, the Firm and the directors; (ix)
legal and regulatory compliance expenses; (x) ongoing offering and investor reporting expenses;
(xii) filing fees and expenses; (xi) expenses related to the directors; (xii) extraordinary expenses
(e.g., litigation costs and indemnification obligations); (xiii) any expenses relating to the winding-
up of the Light Arc Funds; (xiv) bonding costs under the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), if applicable; and (xv) any other expenses related to the Light
Arc Funds’ ongoing operations.

        The expenses that are charged to the Sub-advised Funds are negotiated on a case-by-case
basis in accordance with the terms of the applicable offering documents.

          The Firm will allocate expenses across Clients pursuant to the Firm’s expense allocation
policy.

Item 7.    Types of Clients

       The Firm’s advisory clients include private funds that are exempt from registration under
the Company Act. Interests in the Funds are only offered to qualified individuals and entities that,
at a minimum, meet the criteria of “qualified clients,” as defined in Rule 205-3 of the Advisers
Act. Investment advice is provided directly to the Funds and not individually to the investors in
the Funds.

        Details concerning applicable investor suitability criteria and minimum investment are set
forth in the respective Fund governing documents and subscription materials. The Firm maintains
discretion to accept less than the minimum investment threshold specified in such documents.