Optima Asset Management LLC

Item 5 - Fees and Compensation

   A. The fees charged to the multi-manager Client Pooled Funds range from an annual rate of
      0.25% to 1.5% of net assets at the end of each month. If a Client Pooled Fund invests in
      another entity for which Optima or an affiliate serves as the general partner or investment
      manager, then either that portion of the entity’s assets represented by such an investment
      are excluded from the calculation of net assets for the purposes of calculating the
      management fees, or the fees received by the affiliate are refunded to the Client Pooled
      Fund in full. Optima generally charges a lower fee (0.75% per annum) when acting in
      the role of sub-adviser to Client Pooled Funds.

      Certain of the multi-manager Client Pooled Funds charge investors in these Client Pooled
      Funds performance-based allocations of 10% of the profits earned by such investors,
      subject to a high watermark and loss carryforward. One of the multi-manager Client
      Pooled Funds charges investors in special share classes, a performance fee equal to 10%
      of profits earned above 3.5% annual handle rate. These performance-based allocations
      are credited to an affiliate of Optima which acts as managing member/general partner to
      such Client Pooled Funds. Performance-based fees are not assessed to employees of
      Optima that are investors in these Client Pooled Funds.

      A single manager Client Pooled Fund is advised by an independent third-party adviser.
      Optima receives 0.625% of net assets per investor below $10 million and 0.5% of net
      assets per investor above $10 million from such Client Pooled Fund.

      Fees charged to Client Pooled Funds are set forth in the offering memorandums for the
      respective Client Pooled Funds and are not negotiable. Fees may vary according to the
      share class of the Client Pooled Fund.

      One of the ICAV Accounts is charged management fees of 1% per annum on the
      institutional classes of shares and 1.75% per annum on the retail classes of shares of the
      Accounts. The second ICAV Account is sub-advised by an independent third-party
      adviser. Optima receives management fees of 0.5% per annum on the institutional classes
      of shares and 0.58% on the retail classes of shares. In addition, Optima receives an annual
      performance fee of 5% of the profits earned in excess of the highwater mark.
      The 40 Act Investment Company charges a 0.5% annual management fee, which is split
      with the sub-advisor.

      The one discretionary Client Managed Account is charged 0.75% per annum. There are
      six Client Managed Accounts that are non-discretionary, which are charged fees
      according to the level of services agreed to between the client and Optima. One Client
      Managed Account is charged a management fee of 0.75% of net assets and an annual
      incentive fee of 5% of the profits earned. The second Client Managed Account is charged
      0.8% of net assets. A third Client Managed Account is charged a fee at an annual rate of
      0.6% per annum, declining to 0.4% per annum based on the level of assets in the Client
      Managed Account. A fourth Client Managed Account is charged a management fee of
      0.5% per annum of net assets in the Client Managed Account. A fifth Client Managed

   Account is charged a management fee of 1.00% per annum on the net assets in the Client
   Managed Account and a sixth Client Managed Account is charged a fee at the annual rate
   of 0.3% per annum.

   Optima also acts as an investment adviser to one high net worth individual (“Client PWM
   Account”). This Client PWM Account is charged a quarterly management fee in arrears
   calculated on net assets in the account at the annual rate of 1.25% of the first $5 million
   in net assets, 1.0% on the next $5 million in net assets and 0.75% on the net assets
   thereafter. In addition, this Client PWM Account is charged an annual incentive fee of
   5% of the profits earned in the Client PWM Account each year in excess of a hurdle rate.

B. Any fees earned by Optima are charged directly against the assets in a Client Pooled
   Fund’s account or Client Managed Account held by the independent custodian of the
   Client Pooled Fund or Client Managed Account. As Client Pooled Funds and Client
   Managed Accounts use independent administrators, Optima reviews the calculation of the
   fee prepared by the administrator, but it is the administrator who instructs the custodian
   to make payment of the fee to Optima. In the case of Client PWM Accounts, Optima
   prepares the calculation of the fee and presents the invoice to the Client PWM Account’s
   custodian for payment with a copy of the invoice being sent to the client.

   Upon an investor’s withdrawal of its investment from a Client Pooled Fund, any fees
   owed to Optima are prorated to the date of withdrawal. Upon the termination of an
   advisory agreement with a Client Managed Account or Client PWM Account, any fees
   owed to Optima are prorated to the date of termination. Optima does not charge fees in
   advance.

   Advisory clients pay for custodian fees, administrative fees and audit and tax-related fees,
   if any, plus all transaction costs.

C. Where Client Pooled Funds are allocated to other investment managers and/or
   commingled investment vehicles pursuant to Optima’s recommendations, the Client
   Pooled Fund is charged an additional fee by that investment manager and/or investment
   vehicle, as the case may be. Fees charged by such investment managers and/or
   investment vehicles may range from a 0% to 3% management fee and a 0% to 30%
   performance fee.

   Investors in Client Pooled Funds also bear third party fees charged by the Client Pooled
   Fund’s auditors and any administrator’s fees as set forth in the Client Pooled Fund’s
...

Item 7 - Types of Clients

As of the date of this brochure, Optima provides discretionary and non-discretionary investment
advice to commingled multi-manager Client Pooled Funds, commingled single manager Client
Pooled Funds, customized institutional Client Managed Accounts and multi-manager program
established for a high-net worth individual or families. Optima is also the investment adviser of a
single-manager commingled investment, the day-to-day investment decisions of which are
delegated to third party investment advisers.

The investors in the Optima sponsored commingled multi-manager Client Pooled Funds are
comprised of approximately 90% high net worth individuals/family offices and 10% institutional
and other investors. Such Client Pooled Funds are structured as partnerships, limited liability
companies, open end investment companies and unit trusts.

In order to make an investment in an Optima sponsored Client Pooled Fund, an investor must
qualify as an "accredited investor" within the meaning given to such term in Regulation D under
the U.S. Securities Act of 1933 as amended and/or a "qualified purchaser" within the meaning
given to such term under the U.S. Investment Company Act of 1940, as amended.