Neocap LLC

Item	5	–	Fees	and	Compensation

    A.       Fee	Schedule
    The	fees	and	compensation	payable	to	Traditional	Digital	are	negotiable	and	vary	among	its
    Clients.	However,	the	range	of	compensation	is	generally	as	follows:
             1.      Management	Fee
    Funds
    With	 respect	 to	 the	 Funds	 managed	 by	 Traditional	 Digital,	 typically	 an	 asset-based
    management	fee	is	charged	to	Investors	in	the	Funds	(typically	on	a	quarterly	or	monthly
    basis,	 as	 further	 described	 in	 each	 Fund’s	 Governing	 Documents).	 The	 management	 fee
    received	from	the	Funds	may	be	up	to	two	percent	(2%)	per	annum.
    Subadvised	Fund	Client
    With	 respect	 to	 Subadvised	 Fund	 Clients,	 Traditional	 Digital	 does	 not	 charge	 or	 receive	 a
    management	 fee.	 However,	 any	 investor	 of	 the	 underlying	 Fund	 would	 be	 subject	 to	 the
    management	fee	of	the	primary	investment	manager.
    Managed	Accounts
    With	respect	to	Managed	Accounts	advised	by	Traditional	Digital,	typically	an	asset-based
    management	 fee	 is	 charged	 to	 each	 Managed	 Account	 Client	 (typically	 on	 a	 quarterly	 or
    monthly	 basis,	 as	 further	 outlined	 in	 each	 Client’s	 IMA).	 Traditional	 Digital	 will	 issue	 an
    invoice	to	the	Managed	Account	Client	for	payment	of	the	management	fee.	Management	fees
    charged	to	Managed	Account	Clients	may	range	from	zero	basis	points	(0.0%)	per	annum	up
    to	two	percent	(2%)	per	annum.

             2.      Performance	Allocation

                                                                                          Part	2A	of	ADV:
                                                          Traditional	Digital	Brochure
    Funds
    Traditional	 Digital	 or	 an	 affiliate	 of	 Traditional	 Digital	 generally	 receives	 a	 performance
    allocation	from	each	Fund	equal	to	a	percentage	of	the	net	profits	allocated	to	each	Investor
    in	the	Fund	for	the	fiscal	year	(the	“Performance	Allocation”).	The	Performance	Allocation	is
    also	subject	to	a	“high	water	mark”	procedure	such	that	the	Performance	Allocation	is	taken
    only	to	the	extent	net	profits	allocated	to	that	Investor	exceeds	any	cumulative	losses	that	were
    allocated	to	that	Investor	for	earlier	periods	and	that	have	not	been	recovered.

    With	respect	to	the	Traditional	Digital	Fund,	and	subject	to	the	terms	and	limitations	set
    forth	in	the	applicable	Governing	Documents	for	the	Traditional	Digital	Fund,	the
    Performance	Allocation	charged	to	Investors	in	the	Fund	is	20%	of	the	net	income	allocated	for
    the	year	to	each	such	Investor,	subject	to	a	“high	water	mark”.

    Traditional	Digital	will	only	charge	a	Performance	Allocation	in	accordance	with	all	applicable
    laws	 and	 regulatory	 requirements,	 and	 only	 to	 those	 Investors	 who	 qualify	 as	 “Qualified
    Clients”	as	defined	in	Rule	205-3	under	the	Investment	Advisers	Act	of	1940,	as	amended	(the
    “Investment	Advisers	Act”).
    Subadvised	Fund	Clients
    The	Performance	Fee	will	be	calculated	in	respect	of	each	period	of	12	months	ending	on	31
    December	 in	 each	 year	 or	 any	 shorter	 period	 in	 accordance	 with	 this	 Agreement	 (a
    “Calculation	Period”).	The	Performance	Fee	in	respect	of	the	SubAdvised	Funds	is	dependent
    on	the	investment	advisory	agreement	but	will	generally	be	equal	to	twenty	per	cent	(20%)
    of	the	aggregate	net	trading	profits	generated	on	the	Accounts	during	that	Calculation	Period.
    Managed	Accounts
    Traditional	Digital	does	not	currently	receive	any	performance-based	fees	with	respect	to	its
    Managed	 Account	 Clients.	 However,	 it	 may	 choose	 to	 do	 so	 in	 the	 future	 and	 Traditional
    Digital	will	only	charge	a	Performance	Allocation	in	accordance	with	all	applicable	laws	and
    regulatory	requirements,	and	only	to	those	Investors	who	qualify	as	Qualified	Clients.
             3.      Fee	Comparison
    The	fees	charged	to	Clients,	including	the	management	fee	and	Performance	Allocation,	may
    constitute	 a	 higher	 percentage	 of	 average	 net	 assets	 than	 would	 be	 found	 with	 other
    investment	advisers.
    B.       Payment	of	Fees
    Management	fees,	Performance	Allocations,	and	third-party	fees	(discussed	below)	are	paid
    by	Clients	directly	to	Traditional	Digital	or	an	affiliate	of	Traditional	Digital	(including	the
    General	Partner).
    Funds
    With	respect	to	Funds	managed	by	Traditional	Digital,	management	fees,	which	are	generally
    paid	in	advance,	are	charged	and	paid	at	the	beginning	of	the	applicable	period.	Performance
    Allocations	are	charged	as	of	the	last	day	of	the	calendar	year	and	as	of	any	date	on	which	an
    Investor	 makes	 a	 withdrawal	 or	 receives	 a	 distribution	 from	 the	 Fund.	 Performance

                                                                                          Part	2A	of	ADV:
                                                          Traditional	Digital	Brochure
    Allocations	 are	 also	 only	 charged	 to	 those	 Investors	 in	 Funds	 who	 qualify	 as	 “Qualified
    Clients”	as	defined	in	Rule	205-3	under	the	Investment	Advisers	Act.
    Subadvised	Fund	Clients
    With	 respect	 to	 Subadvised	 Fund	 Clients,	 Traditional	 Digital	 does	 not	 charge	 or	 receive	 a
    management	 fee.	 However,	 any	 investor	 of	 the	 underlying	 Fund	 would	 be	 subject	 to	 the
    management	 fee	 of	 the	 primary	 investment	 manager.	 Performance	 Fees	 will	 be	 paid	 to
    Traditional	Digital	in	arrears	generally	within	30	days	of	the	end	of	the	Calculation	Period	in
    which	they	are	earned.
    Managed	Accounts
    Managed	Accounts	Clients	will	be	typically	issued	an	invoice	from	Traditional	Digital	at	the	end
    of	each	month	or	quarter	for	the	payment	of	fees.
    C.       Third-Party	Fees
    Funds
    Each	Fund	shall	pay	such	costs	and	expenses	as	Traditional	Digital	shall	reasonably	determine
...

Item	7	–	Types	of	Clients

    As	 stated	 in	 Item	 4,	 Traditional	Digital	 provides	 both	 discretionary	 and	 non-
    discretionary	investment	advisory	services	to	its	Clients.
    Funds
    Investors	in	the	Funds	are	generally	“accredited	investors”	within	the	meaning	of	Rule	501(a)
    under	the	Securities	Act	of	1933,	as	amended,	“qualified	clients”	within	the	meaning	of	Rule
    205-3	under	the	Investment	Advisers	Act,	and/or	“qualified	purchasers”	within	the	meaning
    of	Section	2(a)(51)	of	the	Investment	Company	Act	of	1940,	as	amended	(the	“Investment
    Company	Act”).	The	Funds’	interests	may	generally	be	offered	to	institutional	investors,	high-
    net	worth	individuals	and	families,	charitable	organizations,	trusts,	estates,	and	businesses.
    Traditional	Digital	provides	discretionary	investment	advisory	services	with	respect	to	the
    Funds	it	advises,	and	Investors	have	no	ability	to	accept	or	reject	investment	advice.
    Subadvised	Fund	Clients
    Subadvised	Fund	Clients	are	generally	pooled	investment	vehicles	where	the	filing	adviser	is
    SEC	registered.
    With	 respect	 to	 Subadvised	 Funds,	 Traditional	 Digital	 is	 very	 selective	 with	 the	 types	 of
    Subadvised	 Fund	 Clients	 it	 is	 willing	 to	 provide	 such	 Services	 to,	 and	 will	 only	 choose	 to
    provide	such	services	to	Subadvised	fund	Clients	who	have	sufficient	financial	condition	and
    a	sophisticated	understanding	of	the	Digital	Asset	ecosystem.
    Managed	Accounts
    Managed	Account	Clients	are	generally	“qualified	clients”	within	the	meaning	of	Rule	205-3
    under	 the	 Investment	 Advisers	 Act,	 and/or	 “qualified	 purchasers”	 within	 the	 meaning	 of
    Section	2(a)(51)	of	the	Investment	Company	Act.
    With	respect	to	Managed	Account	Services,	Traditional	Digital	is	very	selective	with	the	types
    of	Managed	Account	Clients	it	is	willing	to	provide	such	Managed	Account	Services	to,	and
    will	 only	 choose	 to	 provide	 such	 services	 to	 Managed	 Account	 Clients	 who	 have	 sufficient
    financial	condition	and	a	sophisticated	understanding	of	the	Digital	Asset	ecosystem.