Lucid Management and Capital Partners LP

Item 5:      Fees and Compensation

The Adviser receives fixed asset-based management fees which are charged to the investors
in the Funds based upon a fixed percentage of assets, which could be net assets or invested
capital depending on the Fund. Investment management fees are charged on each calculation
date of the client based on the value of the assets in the client account on the last day of the
previous calculation period, where calculation dates generally coincide with the dates on
which investors may subscribe for new or redeem existing interests in a Fund. If a new client
account is established or an investor withdraws from a Fund between Fund calculation dates,
the investment management fee will be adjusted accordingly.

These fees are not negotiable and must be paid according to agreed contractual rates. The
Adviser deducts the investment management fee from client accounts.

The Adviser may agree to reduce, modify or waive its fees charged to certain accounts in its
sole discretion. Further, certain Funds require the Adviser to waive all or part of its fees in
the event that the aggregate of such fees and certain specified expenses exceed a maximum
amount, which is periodically adjusted by the Adviser.

Further information on fees can be found in the offering documents of each Fund.

In addition to paying investment management fees, Funds will also be subject to other
investment expenses such as custodial charges, charges for audit and tax preparation work
of the Fund and Fund administration charges. Additionally, client accounts may be subject to
brokerage fees, commissions and related costs; collateral valuation costs; interest expenses;
taxes, duties and other governmental charges; transfer and registration fees or similar

expenses; other portfolio expenses; and costs, expenses and fees associated with products or
services that may be necessary or incidental to such investments or accounts. Client assets
may be invested in money market mutual funds for cash management purposes. In these
cases, the client will bear its pro rata share of the investment management fee and other
expenses of the money market fund, which are in addition to any fees or other compensation
paid to the Adviser.

The allocation of expenses by the Adviser between it and any client and among clients
represents a conflict of interest for the Adviser. The Adviser has adopted an expense
allocation policy that is designed to address this conflict. The Adviser allocates expenses to
each client in accordance with the client's arrangements with the Adviser (including
applicable client disclosures). The Adviser allocates common client expenses among multiple
clients pro rata based on net assets under management and determines which expenses are
common expenses in its discretion. The Adviser may deviate from this standard allocation
method if it determines that an expense disproportionately benefits a particular client or
group of clients.

For additional information regarding brokerage and execution fees, see Item 12 below.

Item 7:      Types of Clients

The Adviser’s clients consist of Funds and, in the future, may include Separate Account clients
which may include institutional funds, endowments, pension funds, foundations,
corporations, insurance companies, fund of funds, high net worth individuals, multi-family
offices and single-family offices.

With respect to a Fund, any initial and additional subscription minimums are disclosed in the
offering memorandum and related documentation for the Fund or applicable feeder vehicle.

The Adviser is under no obligation to accept any investor into the Funds or applicable feeder
vehicle, and may decline acceptance of an investor in its sole discretion.

Item 8:      Method of Analysis, Investment Strategies and Risk of Loss

The Adviser is a fixed income asset manager focused on managing short-duration portfolios
of fixed income securities, repurchase agreements and other fixed income collateralized
transactions. Based on its investment process, the Adviser believes it can generate attractive
risk-adjusted returns on cash portfolios through an integrated focus on portfolio
construction, security selection, collateral risk management and counterparty monitoring.

Portfolio Construction. The Adviser constructs its money market and fixed income portfolios
by seeking the highest risk-adjusted returns across the major sectors of the money markets.
Subject to the specific limitations of the Funds, the manager may invest in US Treasury bills,
US Treasury securities, Agency securities, commercial paper, corporate bonds, asset-backed
securities and other approved fixed income securities for the respective fund or client
(collectively “Eligible Securities”), repurchase agreements, securities lending agreements
and security based derivative transactions (collectively, “Securities Agreements”) that are

collateralized by the Eligible Securities for the respective fund or client. In formulating the
portfolios, the Adviser will allocate the funds to the sectors that offer the highest risk-
adjusted returns and allocations may range from zero to 100%.

The Adviser monitors the risks of the Funds using a Value-at-Risk framework (“VaR”). With
this approach, the Adviser can track the expected and potential volatility of the portfolios and
analyze the risk across multiple variables including market risk, default risk and counterparty
risk. The impact of each position on overall VAR may be taken into account when constructing
the Portfolios.

Investment Selection. In selecting investments, the Adviser seeks specific Eligible Securities
or invests in Security Agreements that fit the Fund parameters and constraints. The Adviser
seeks to take advantage of (i) pricing differences between the issuers of the Eligible Securities
and terms of Securities Agreements, (ii) relative value of the securities versus comparable
securities and Securities Agreements, (iii) the market liquidity of the securities, (iv) the
stability of the duration and average life of the securities and Securities Agreements and (v)
other characteristics.

Securities Agreements. The Adviser may invest in Securities Agreements that are subject to
industry templates, including but not limited to Master Repurchase Agreements (MRAs),
Global Master Repurchase Agreements (GMRAs) and International Swaps and Derivatives
Association (ISDA) agreements that are collateralized by Eligible Securities. The
Counterparties are global banks, broker dealers, institutional asset managers and regulated
hedge funds. The manager will only invest in Securities Agreements with counterparties that
have been approved in advance by the Advisor’s Investment Committee and that meet the
specific Fund guidelines.

Value at Risk (“VaR”) Management. The Adviser expects the Value at Risk of the Funds to be
small based upon the duration of the Funds, the Eligible Securities and the collateralization
levels on any Securities Agreements. The Adviser believes this analysis provides additional
metrics to risk manage a Fund’s portfolio.

Risks. The Funds are designed for investors seeking low volatility and principal preservation.
Investors should refer to the governing documents of each Fund for further information on
the investment objectives of the Fund.

In general, investors in a Fund are exposed to the following principal risks: Issuer Credit Risk,
Interest Rate Risk, Liquidity and Volatility Risk, Counterparty Risk and Operational Risk.

Issuer Specific Risk. Changes in the financial condition of an issuer, and changes in general
economic or political conditions can increase the risk of default by an issuer, which can affect
a security's or instrument's value.

Interest Rate Risks. Generally, the value of fixed-income securities changes inversely with
changes in interest rates. As interest rates rise, the market value of fixed-income securities
tends to decrease. Generally, this interest rate risk is not expected to be large for the Adviser
due to the short-dated-nature of Adviser’s investments, however this could change with
longer dated securities.

Market Liquidity and Volatility Risk. The Eligible Securities and the collateral securing any
Securities Agreement may be volatile and/or illiquid, leading to the risk that any liquidation

proceeds (in the event of a Securities Agreement default) may not be sufficient to repay the
entirety of the investment amount or its equivalent.

Counterparty Specific Risk. Changes in the financial condition of a Securities Agreement
counterparty, and changes in general economic or political conditions can increase the risk
of default by a counterparty, which can affect a security's or instrument's value.

Systems and Operational Risk. The Adviser relies on certain financial, accounting, data
processing and other operational systems and services that are employed by the Adviser
and/or by third party service providers, including the third-party administrator, market
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