Optima Fund Management LLC

Item 5      Fees and Compensation

    A.   The management fees charged to the multi-manager Client Pooled Funds range from
         an annual rate of 1.0% 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. 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.

         The two ICAV Accounts are 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.

         Two discretionary Client Managed Accounts are charged 1.00% per annum. There
         are five 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 0.4% per annum of net assets in the Client Managed Account
         and a fifth Client Managed Account is charged a management fee of 1.00% per
         annum on the net assets in the Client Managed Account.

         Optima also acts as an investment adviser to one high net worth individual (“Client
         PWM Account”). One Client PWM Accounts 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 offering memorandums. Client Managed Accounts and Client PWM
     Accounts bear additional third party fees charged by such account’s auditor,
     administrator and custodian.

D.   Optima does not charge any fees to Client Pooled Funds, Client Managed Accounts
     or Client PWM Accounts in advance.

E.   No employee of Optima receives compensation for selling securities or other
     investment products of any third party entities or vehicles.

Item 7        Types of Clients

As of the date of this brochure, Optima provides discretionary and non-discretionary investment
advice to 10 commingled multi-manager Client Pooled Funds, 3 commingled single manager
Client Pooled Funds, 7 customized institutional Client Managed Accounts and 1 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. Optima also currently acts as the Sub-
Investment Adviser to a Client Pooled Fund called The Mellon Optima L/S Strategy Fund LLC
which is an investment company registered under the Investment Company Act of 1940, as
amended.

The investors in the Optima sponsored 9 commingled multi-manager Client Pooled Funds are
comprised of approximately 68% high net worth individuals/family offices and 32% 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 by the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010 and/or a "qualified purchaser" within the meaning given to
such term under the U.S. Investment Company Act of 1940, as amended.