OPTI Capital Management LP

Item 5 - Fees and Compensation

The fees and expenses for each Fund are set forth in detail in each Fund Document. A
brief summary of fees and expenses is provided below.

Management Fees

As the investment adviser to the Funds, OPTI receives management fees at an annual
rate of 1.5% of each Limited Partner’s Capital Account.

These management fees are payable quarterly, in advance, based on the value of
each Limited Partner’s Capital Account as of the first Business day of each calendar
quarter or on the date of a contribution if other than the beginning of a quarter,
adjusted for contributions and withdrawals made during the quarter. Management
fees are prorated for any investment period that is less than a full calendar quarter
and a prorated portion of a management fee will be rebated in the event of an intra
quarter withdrawal.

The Firm, in its sole discretion, may reduce, waive or calculate differently the
management fee for certain Investors.

Opti Capital Management, LP                                            Form ADV Part 2A

Other Expenses

The Firm will render its services to the Funds at its own expense and will be
responsible for its overhead expenses including: office rent; utilities; furniture and
fixtures; stationery; secretarial/internal administrative services; salaries and bonuses;
entertainment expenses; employee insurance and payroll taxes.

All other expenses, as described more fully in the Fund Documents, will be paid by
the Funds and will include : the management fee; legal, compliance, administrator,
audit and accounting expenses (including third party accounting services);
organizational expenses; portfolio risk monitoring and risk analysis services;
investment expenses such as commissions, research fees and expenses (including
research related travel, meals and lodging); interest on margin accounts and other
indebtedness; borrowing charges on securities sold short; custodial fees; bank service
fees; Fund-related insurance costs (including D&O and E&O insurance for the Firm);
the Feeder Funds’ pro rata share of the expenses of the Master Fund; and any other
expenses related to the purchase, sale or transmittal of Fund assets.

If OPTI incurs any of the expenses mentioned above on behalf of the Funds, then
OPTI will allocate such expenses among the Funds in proportion to the size of the
investment made by each in the activity or entity to which the expense relates, or in
such other manner as OPTI considers fair and reasonable.

For a further discussion of these and brokerage-related items, see Item 12 below.

Item 6 - Performance Fees and Side by Side Management

As of the end of each fiscal year, there will be reallocated from the Capital Account of
each Limited Partner to the Capital Account of the General Partner at the Master
Fund level an amount equal to 20% of each Limited Partner’s share of net profits
(including net unrealized gains on investments) attributable to Interests as of that
fiscal year (such allocation, the “Incentive Allocation”); the Incentive Allocation will be
subject to a loss carryforward provision. When calculating the Incentive Allocation,
the Management Fee and all items of income, loss and expense incurred by the Fund
will be taken into account. In the event that an investor withdraws capital (in whole or
in part) or retires at any time other than at the end of a fiscal year, the deduction of
the Incentive Allocation will be made with respect to such withdrawn capital as
though it were being made at the end of a fiscal year.

The General Partner, in its sole discretion, may waive or modify the Incentive
Allocation for certain investors.

Certain Clients or Investors may have higher or more favorable performance-based
compensation arrangements than other Clients or Investors. As OPTI will advise

Opti Capital Management, LP                                             Form ADV Part 2A

multiple Clients, which may have different compensation arrangements, a potential
exists for one Client or Investor account to be favored over another Client or Investor
account. In addition, as management fees and performance-based compensation will
be based directly on Clients’ net asset values, OPTI may have a conflict of interest in
valuing the assets held in Client accounts. To mitigate these risks, OPTI implemented
policies and procedures intended to address conflicts of interest relating to the
management of multiple Clients, the allocation of investment opportunities and the
valuation of Client assets. To the extent that OPTI advises multiple Clients with the
same investment strategies, allocations of investment opportunities generally will be
made on a pro-rata basis taking into account the Client’s available capital, strategies,
and restrictions. To the extent orders are aggregated, Client orders are price-
averaged. OPTI will follow documented valuation policies and consult with each
Client’s third-party administrator or auditor, as applicable, in order to mitigate the
risk associated with valuing Client assets.

For a more detailed discussion on the Incentive Allocation, please see the relevant
Fund Documents.

Item 7 - Types of Clients

The Firm’s clients are the Funds. The Fund Documents provide the eligibility criteria
and minimum investment requirements. Although OPTI has the authority to accept
subscriptions of a lesser amount, the required minimum initial investment in the
Funds is generally $1,000,000 for individual investors and $3,000,000 for institutional
investors.

Investors in the Funds consist primarily of institutional investors, financial institutions,
other investment funds, and high-net-worth individuals. OPTI requires Fund investors
to make representations concerning their financial sophistication and ability to bear
the risk of loss of their entire investment.