Once Capital Management LLC

Item 5 – Fees and Compensation

    A.       With respect to the Funds, Once Capital typically receives a quarterly asset-based management fee calculated as
             a percentage of each Investor’s capital account, net of operational expenses and transaction costs, payable
             quarterly in arrears, equal to 0.5%, representing the compensation for the pure advisory services provided by the
             Firm (the “Management Fee”). The Management Fee is generally 2% annualized. If a new investor account is
             established during a quarter or an Investor makes an addition/withdrawal to its account during a quarter, the
             Management Fee will be charged as of the effective date of the subscription or the date of the additional
             contribution/withdrawal and will be prorated for the number of days remaining in the quarter.
             At the end of each fiscal year, the Related Person will also receive an incentive allocation of 20% (typically) of
             any net capital appreciation allocated to the capital account of each Investor for such fiscal year will be reallocated
             to the capital account of the Related Person (the “Incentive Allocation”).

             The Related Person will not receive any Incentive Allocation until an Investor’s capital account no longer has a
             positive balance (if any) in its loss recovery account as of the time of the determination of the Incentive Allocation
             (also known as “high watermark”).

             The Firm may also decide to waive its fee structure at higher or lower rates, and depending on different limited
             partnership agreements the Firm could decide to arrange different rates.

             With respect to the “Advisory Only Services” provided to the Advisory Account, the Firm has an agreement that
             provides that the Client is subject to a performance-based fee (typically 10%, calculated at the 31st of December,
             high watermark) without any other compensation received from the Advisory Account.

    B.       Management Fees are payable by the Funds to Once Capital quarterly in arrears. The Management Fee is allocated
             to the capital accounts of the Investors and paid to the Firm by the Funds. The Incentive Allocation, if any, will
             be calculated as of the end of each fiscal year and deducted directly from the Funds.

    C.       The Firm will bear the following expenses: salaries (the Firm’s Employees’ base remuneration and Partners’
             remunerations) and related equipment (in a purely illustrative and non-exhaustive manner, information
             technology devices). To the extent that the Firm or any of its affiliates, Related Person, Partners or Employee (if
             approved by the Partners) pays any of the fees or expenses of the Funds, the Funds will reimburse the Investment
             Manager or its affiliates, Related Person, Partners, Employee.

             In a purely illustrative and non-exhaustive manner, the Funds will bear all of its operating and other expenses,
             including, without limitation, the Management Fee; the fees and expenses of the any administrator; legal expenses;
             professional fees (including, without limitation, fees and expenses of consultants and experts) relating to
             investments and Funds; costs relating to the organizational documents, the Funds’ forms of Subscription
             Agreement with the Investors or other agreements entered into with any Investor, and any modification to or
             supplement of such documents, and any distribution of such documentation to Investors and Prospective
             Investors4; accounting, auditing and tax preparation expenses; trustee fees and expenses; expenses of other agents
             of the Funds; taxes and governmental fees; printing and mailing expenses; expenses relating to transfers and
             withdrawals (although, the Fund, in its sole discretion, may require the transferor to pay the expenses relating to
             the transfer); fees and out-of-pocket expenses of any service company retained to provide accounting and
             bookkeeping services to the Funds; quotation or valuation expenses; investment expenses (e.g., expenses which
             the Funds determines to be related to the investment of the assets of the Funds, including, among others, research

4   Prospective Investor meaning any person that is not an Investor but already received the Offering Documents for execution.

expenses, fees or commissions of any futures commission merchant, brokerage commissions, expenses relating
to short sales, clearing and settlement charges, custodial fees and expenses, expenses relating to reorganizations,
restructurings and workouts involving the Funds’ investments, costs and charges for equipment or services used
in communicating information regarding the Funds’ transactions between the Investment Manager and the Funds’
custodians or other agents, bank service fees, interest expenses, borrowing costs and extraordinary expenses);
insurance premiums; costs incurred in connection with any claim, litigation, arbitration, mediation, government
investigation or dispute in connection with the business of the Funds and the amount of any judgment or
settlement paid in connection therewith, or the enforcement of the Funds’ rights against any person; costs and
expenses for indemnification or contribution payable by the Funds to any person; and all costs and expenses
incurred as a result of the reorganization, dissolution, winding up or termination of the Funds.

The Funds will also bear their organizational expenses and the initial and ongoing expenses incurred in connection
with the offer and sale of interests in the Funds, including printing costs, marketing costs, legal fees and other
...

Item 7 – Types of Clients

The Firm provides investment advice and management to the Funds which include pooled investment vehicles and
Advisory Only Services to the Advisory Account.
The Firm may in the future provide the same or similar services to other privately placed investment funds, separately
managed accounts or Advisory Only Services accounts, as well as any other service consistent with its mandate and
applicable laws.
Prospective Investors in the Funds must meet eligibility criteria: each Investor generally must be an “accredited investor”
as defined in Regulation D under the Securities Act of 1933 and a “qualified purchaser,” as defined in Section 2(a)(51) of
the Investment Company Act, at least a qualified client as defined in Rule 275.205-3(d) under the Code of Federal
Regulation – Rules and Regulation, Investment Adviser Act of 1940.
Generally, each Investor must invest a minimum dollar amount as set forth in the applicable governing documents and
can be subject to certain withdrawal requirements and limitations (subject to waiver at the discretion of Once Capital).
Prospective Investors are encouraged to thoroughly review the Offering Documents, which set forth all of the terms in
detail.