Ophir Partners LLC

Item 5 Fees and Compensation

Asset-based compensation

Clients pay Ophir management fees for its management services through a deduction by the Client's
custodian of such fees from the Client's account under Ophir's instructions. The management fees are
based on the Client's assets under management and are determined based on an annualized rate.
Rates are described in each such Client's applicable offering memorandum or investment
management agreement. The Management Fees are generally paid quarterly in arrears on the last day
of each calendar quarter; however, certain Clients may have Management Fees charged more or less
frequently.

Ophir may waive, reduce or modify the Management Fee for an investor in a Client or, alternatively,
may substitute a Management Fee in whole or in part with a performance allocation or performance
fee as agreed to with an investor in a Client.

Performance-based compensation

Ophir and its affiliates may also receive performance-based compensation, which is compensation that
is based on a share of the net capital gains or the net capital appreciation of the assets of a Client
above the applicable benchmark. This compensation may be allocated to Ophir or parties affiliated with
Ophir, and may vary by client.

In addition to paying investment management fees and/or performance-based compensation to Ophir,
Clients pay all of their own operating and investment expenses including, without limitation,
investment-related expenses, such as brokerage commissions, research expenses, travel expenses,
interest on margin accounts and other indebtedness, administration and operational fees, custodial
fees, bank service fees, withholding and transfer fees, taxes, clearing and settlement charges,
professional fees (including, without limitation, expenses of consultants and experts) relating to
investments, expenses incurred in connection with prospective investments (whether or not
consummated), expenses related to the purchase, sale or transmittal of Partnership investments, legal,
internal and external accounting, audit and tax preparation expenses, corporate licensing fees, the
Management Fee, the administration fee, organizational expenses, expenses related to the offer and
sale of Interests, other similar expenses related to the Clients and any extraordinary expenses as
determined by Ophir in its sole and absolute discretion.

Certain brokerage practices (see Item 12, below) include services that may be viewed as constituting
additional compensation to Ophir.

Item 7 Types of Clients

Ophir Partners provides its services to pooled investment vehicles, typically organized as Delaware
limited partnerships; Cayman Islands exempted corporations or other similar structures. Ophir Partners
also provides services to Clients that are wholly owned by the owners of Ophir.

Clients are set up as either stand-alone structures or as master-feeder structures wherein each feeder
fund invests portions of its assets into a master fund. The structure of any given Client is described in
further detail in its applicable offering memorandum or investment management agreement.

With respect to Clients, initial and additional subscription minimums, if any, are disclosed in the
applicable offering memorandum and/or investment management agreement referencing such Client.

Methods of Analysis, Investment Strategies and Risk of Loss