Northern Pines Henderson Capital LLC

Item 5.         Fees and Compensation

Northern Pines receives compensation in the form of management fees (the “Management Fee”) and the
General Partner receives compensation in the form of performance-based allocations or fees (the
“Performance Allocation”). The Offshore Fund and the Domestic Fund (as each is defined in Item 7 below,
and together, the “Feeder Funds”) each invests substantially all of its assets in the Master Fund (as defined
in Item 7). All Management Fees and Performance Allocations with respect to the Feeder Funds are paid
to Northern Pines or made to the General Partner, as applicable, at the level of the Master Fund. The Feeder
Funds are not subject to any additional Management Fees or Performance Allocations at the level of any
Feeder Fund.

                Management Fee: In consideration for the investment management services provided by
                Northern Pines, the Master Fund pays to Northern Pines a monthly Management Fee
                pursuant to an investment management agreement between the Master Fund and Northern
                Pines. Each Feeder Fund, as a limited partner of the Master Fund, will be charged its pro
                rata share of such Management Fee, and each limited partner in the Domestic Fund and
                shareholder in the Offshore Fund, as applicable, will be charged its pro rata share thereof.
                The Management Fee will be payable monthly in arrears and calculated based on (i) the
                balance in each limited partner’s capital account maintained in the Domestic Fund (and its
                corresponding sub-account at the Master Fund level) and (ii) the net asset value of each
                series of shares (and corresponding sub-account at the Master Fund level), in each case, as
                of the end of each calendar month, in an amount equal to (a) 0.125% monthly
                (approximately 1.50% per annum) of (A) the balance in each limited partner’s capital
                account maintained for Class A limited partnership interests in the Domestic Fund or (B)
                the net asset value of each series of Class A shares of the Offshore Fund, and (b) 0.0833%
                monthly (approximately 1.00% per annum) of (A) the balance in each limited partner’s
                capital account maintained for Class B limited partnership interests in the Domestic Fund
                or (B) the net asset value of each series of Class B shares of the Offshore Fund. The
                Management Fee will be computed in each case prior to the accrual of any Performance
                Allocation during a calendar year. A pro rata Management Fee also will be assessed on
                any subscription (including any additional subscription from an existing investor) that is
                accepted by a Feeder Fund as of any date other than the first business day of a calendar
                month.

Performance Allocation: Pursuant to the partnership agreement governing the Master
Fund, at the end of each fiscal year of the Master Fund, the General Partner will have
reallocated to its capital account in the Master Fund a Performance Allocation equal to a
percentage of the aggregate net profits for such fiscal year that are attributable to each sub-
account maintained by the Master Fund with respect to (i) each limited partner in the
Domestic Fund and (ii) each series of shares in the Offshore Fund, subject in each case to
the “high watermark” provision described below. The Performance Allocation percentage
applicable to any sub-account in the Master Fund maintained for a Feeder Fund investor
holding Class A limited partnership interests in the Domestic Fund or a series Class A
shares of the Offshore Fund (each, a “Class A sub-account”, and any corresponding Feeder
Fund interests or shares, the “Class A interests/shares”) shall be equal to fifteen percent
(15%) of the aggregate net profits allocated to such sub-account during a fiscal year (or
other applicable portion thereof).        The Performance Allocation percentage shall be
increased to twenty percent (20%) with respect to any fiscal year in which the aggregate
net profits allocated to a Class A sub-account during such fiscal year is in excess of ten
percent (10%) of the balance in such Class A sub-account at the beginning of the fiscal
year (the “Profits Threshold”), in which case a 20% Performance Allocation will be applied
to all such net profits allocated to such Class A sub-account for such fiscal year. The
Performance Allocation percentage applicable to any sub-account in the Master Fund
maintained for a limited partner holding Class B limited partnership interests in the
Domestic Fund or a series of Class B shares of the Offshore Fund (each, a “Class B sub-
account”, and any corresponding Feeder Fund interests or shares, the “Class B
interests/shares” shall be ten percent (10%) of the aggregate net profits allocated to such
Class B sub-account during a fiscal year (or other applicable portion thereof), and the
Performance Allocation applicable to any Class B sub-account shall not be subject to any
applicable Profits Threshold.

If an investor in any Feeder Fund is permitted or required to withdraw or redeem capital
from a Feeder Fund other than at the end of a fiscal year, the Performance Allocation with
respect to the portion being withdrawn or redeemed will be determined through the
applicable withdrawal or redemption date, and (with respect to Class A interests/shares
only) the Profits Threshold with respect to the portion being withdrawn or redeemed will
be reduced proportionately based on the length of the applicable calculation period in
comparison to the complete fiscal year.           If an investor subscribes for Class A

interests/shares as of any date other than the first day of any fiscal year, then the Profits
Threshold shall be reduced proportionately based on the length of the applicable
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Item 7.          Types of Clients

Northern Pines currently provides investment advice to the following Funds:
             Northern Pines Capital Master Fund, L.P., a Cayman Islands exempted limited partnership (the
              “Master Fund”)
             Northern Pines Capital, L.P., a Delaware limited partnership (the “Domestic Fund”)
             The Alphagen Northern Pines Fund, Ltd., a Cayman Islands exempted company (the “Offshore
              Fund”, and together with the Domestic Fund, the “Feeder Funds”)
             Henderson US Equity Long/Short Fund, a sub-fund of the Henderson Strategic Investment
              Funds OEIC, a UK constituted open-ended umbrella investment company (the “UCITS”)

The investors in the Funds include trusts, fund of funds and high net worth individuals. Investors in the
Domestic Fund and U.S. investors in the Offshore Fund must each be (i) an “accredited investor,” as that
term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended,
and (ii) a “qualified purchaser,” as that term is defined in Section 2(a)(51)(A) of the Investment Company
Act of 1940, as amended.

The required minimum initial investment in each Feeder Fund, which can be waived for any prospective
investor by the General Partner of the Domestic Fund, or, as applicable, the Board of Directors of the
Offshore Fund, is $100,000.