Lucashill LLC

Item 5: Fees and Compensation

Items 5.A. Compensation for Advisory Services, 5.B Fee Deduction, and 5.C
Other Fees: Lucashill receives fees from current Advisory Clients in connection
with the Firm’s portfolio management and advisory services on behalf of the
Advisory Clients. Fees for the Firm’s portfolio management and investment advisory
services are negotiable, and the Firm may enter into different fee arrangements on
a Client-by-Client basis.

Management Fees

In consideration of its services to the Advisory Clients, Lucashill is entitled to
receive management fees as described in the applicable Client’s governing
documents. For its affiliated Advisory Clients, Lucashill will typically receive a
management fee of 1% per annum, calculated on a quarterly basis and paid each
calendar quarter in advance. These fees are billed to the Advisory Clients and then
paid by the investors of the affiliated Advisory Clients. In its sole discretion,
Lucashill may waive or reduce this management fee.

For the unaffiliated Advisory Clients, Lucashill is entitled to receive all of the
management fees collected by the sub-advisory Clients’ parent adviser, as
described in the governing documents, which are calculated and paid quarterly in
advance and billed to the Advisory Clients’ accounts. These management fees will
be negotiated with the parent adviser.

Performance Fees and Incentive Allocation

Subject to the terms and limitations of the investment management agreements
between Lucashill and the Advisory Clients, Lucashill, or through its respective
Advisory Client’s general partner, may be entitled to a performance fee or incentive
allocation that is calculated as a percentage of the Advisory Clients’ profits. Such
fees are typically paid in arrears.

Carried Interest. For the affiliated Advisory Clients, Lucashill, through the respective
Advisory Client’s general partner, may receive a performance fee (referred to as
“Carried Interest”) equal to the amount of 20% of an Advisory Clients’ net profits.
Carried Interest is determined as of the last business day of the calendar year and
is deducted directly from an investor’s capital account on an annual basis, as
applicable. In its sole discretion, the respective Advisory Client’s general partner
may waive or reduce Carried Interest with respect to capital commitments payable
by investors and may defer receipt of Carried Interest in whole or in part.

For the unaffiliated Advisory Clients, Lucashill is entitled to receive a performance
fee as a percentage of such Advisory Clients’ net profits, which is typically 5% of
such profits. This fee is billed to the unaffiliated Advisory Clients’ accounts and paid
from the assets of such accounts.

Incentive Allocation. For the affiliated Advisory Clients, Lucashill, through the
respective Advisory Client’s general partner, may be entitled to an incentive
allocation (the “Incentive Allocation”) equal to 5% or 20% (dependent upon class of
interests) based on the net capital appreciation of certain investor capital accounts,
subject to the re-payment of losses in applicable investor capital accounts. The
Incentive Allocation is generally deducted directly from the investor’s capital
account and may be waived or modified by the respective Advisory Client’s general
partner at its sole discretion.

Other Fees and Expenses

In addition to paying the foregoing fees, the unaffiliated Advisory Clients receiving
advisory services from Lucashill may also be subject to other expenses in
accordance with the Advisory Clients’ governing documents, including but not
limited to expenses relating to the establishment, organization and maintenance of
the Advisory Clients, expenses related to the investment of the assets held by the
Advisory Clients, trading expenses, directors fees, registration fees, registered
agents fees and fees paid to domiciliary agents, costs associated with gaining
access to non-U.S. markets, interest, borrowing, margin expense or other financing
fees or expenses charged to the Advisory Clients to fund capital, costs related to
anti-money laundering and other compliance (including costs associated with
regulatory and other reporting obligations of the Advisory Clients), brokerage
commissions and other transaction charges, fees and expenses in borrowing and
lending of securities, custodial and trustee fees, bank fees, transfer taxes and other
taxes, administration fees, accounting fees, tax preparation fees, professional fees
(including, without limitation, expenses of consultants and experts) relating to
investments, research fees and expenses (including Bloomberg and similar financial
data services), reasonable legal fees paid to outside counsel related to the
investment or prospective investment and/or trading of securities and audit fees.

Affiliated Advisory Clients may be subject to other third-party fees and/or expenses
from the Underlying Managers, other third-party managers, and the underlying
private funds and separate accounts that they advise, which may vary based on the
amount of assets managed and the types of investments in the affiliated Advisory
Client’s account. Further, these third-party fees and expenses may be offset by the
revenue sharing agreements in which affiliated Advisory Clients may be invested. In
general, the affiliated Advisory Clients will bear their own expenses and their pro-
rata share of any trading vehicle’s expenses, including the following (the
“Partnership Expenses”): (i) expenses related to the research, due diligence,
negotiating, structuring, consummating, monitoring and valuing of the Client’s
actual and prospective investments (whether or not consummated), including the
following: third-party investment sourcing fees; fees and expenses related to
obtaining research and market data (including any information technology
hardware, software or other technology incorporated into the cost of obtaining such
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Item 7: Types of Clients

Lucashill provides investment advisory services to the Advisory Clients as described
in Item 4 above. Interests in the investment vehicles of the current Advisory Clients
are offered only to sophisticated and qualified investors, including but not limited to
high-net-worth individuals, family offices and institutions.

Investors of the Advisory Clients are generally required to be sophisticated in
financial matters, accredited investors within the meaning of Regulation D under
the Securities Act of 1933, as amended, and qualified purchasers under the
Investment Company Act of 1940, as amended, and the regulations thereunder.
The minimum amount required to invest in the sub-advisory vehicles is $100,000,
which may be waived at the parent investment adviser’s sole discretion. The
minimum amount required to invest in the Lucashill managed vehicles is
$1,000,000, which may be waived at the General Partner’s sole discretion.