LNZ Capital LP

FEES AND COMPENSATION

   A. Advisory Fees and Compensation.

        All fees are subject to negotiation and established pursuant to each Client's investment
management agreement or other governing documents. Generally, the investment management
agreements are terminable upon receipt by either party from the other of prior written notice of
termination and after the expiration of the specified notice period and the Client will be entitled
to any unearned prepaid portion of any fees to the extent applicable.

        Performance Compensation. At the end of each fiscal year of each Client, we may
receive Performance Compensation in an amount equal to a negotiated percentage of any net
realized and unrealized appreciation in the net asset value of each Client, subject to certain
adjustments and subject to loss carryforward mechanisms.

   B. Payment of Fees.

        Fees and compensation paid to us by Clients will not be deducted from the assets of
such Clients, but will be billed in advance or in arrears, depending upon what is set forth in
the Client's investment management agreement or other governing documents.

   C. Additional Fees and Expenses.

        In addition to the management and performance fees we charge, Clients typically incur
trading costs and custodial fees charged by third parties (please refer to the Brokerage Practices
section for more information). Clients do, and may in the future, reimburse us for certain
reimbursable charges that include liability insurance, order management system, connectivity, and
research related expenses including travel, and research and data subscriptions. Funds generally
bear other additional fees and expenses, which may include but are not limited to, expenses of
organizing the Funds, administration, accounting and tax, audit, legal, and filings and regulatory
compliance. Investors in these funds are requested to refer to the applicable funds’ offering
documents or prospectus for complete information on other fees and expenses. Certain expenses
for Clients may be subject to negotiation and will be established pursuant to each Client's
investment management agreement or other governing documents.

   D. Additional Compensation and Conflicts of Interest.

      Neither we nor any of our supervised persons accept compensation (e.g., brokerage
commissions) for the sale of securities or other investment products.

TYPES OF CLIENTS

        We provide investment advice to unaffiliated Fund and a Proprietary Account. Fund
investors may include pension plans, endowments, high net worth individuals, funds of hedge
funds, family offices, as well as other accredited investors. In the future we may provide
investment advisory services to other funds, separate accounts or other clients. Minimum account
balances for opening or maintaining accounts are established on a case-by-case basis and may be
subject to waiver in certain instances.