OT Management LLC

Item	5	–	Fees	and	Compensation

A.		 Fee	Schedule

The	management	fees	and	incentive	allocation	payable	to	Olive	Tree	Capital	and	the	Organizer	are
generally	not	negotiable,	but	Olive	Tree	Capital	or	the	Organizer	may,	in	their	sole	discretion,	reduce,
waive	or	calculate	differently	the	management	fee	and	incentive	allocation	(discussed	below)	with
respect	to	any	Investor.

	     1.     Management	Fee

Olive	Tree	Capital	typically	receives	a	management	fee	from	each	Investor	calculated	as	a	percentage
of	each	Investor’s	capital	contribution.	The	management	fee	varies	by	Fund	(as	described	in	a	Fund’s
operating	 agreement)	 and	 can	 vary	 from	 a	 one-time,	 upfront	 fee	 up	 to	 2%	 or	 an	 annualized	 fee
ranging	up	to	2	%	depending	on	the	vehicle	and	the	size	of	the	Investor’s	capital	contribution.	Please
read	the	relevant	Fund’s	operating	agreement	for	detailed	information	on	the	management	fees	an
Investor	will	pay	relating	to	a	particular	Fund.

	     2.     Incentive	Allocation

The	Organizer	receives,	upon	distribution	to	Investors,	a	percentage	of	profits	made	by	each	Fund.
The	formula	for	calculating	incentive	allocation	varies	by	Fund	(as	described	in	a	Fund’s	operating
agreement).	 Please	 read	 the	 relevant	 Fund’s	 operating	 agreement	 for	 detailed	 information	 on	 the
incentive	allocation	provisions	of	that	Fund.

B.		 Payment	of	Fees	and	Incentive	Allocation

Investors	pay	management	fees	semi-annually	in	advance,	prorated	for	partial	periods,	and	payable
within	 30	 days	 of	 the	 closing	 date.	 Incentive	 allocation	 is	 provided	 to	 the	 Organizer	 when
distributions	from	the	Fund	are	made.

C.		 Third-Party	Fees	and	Other	Expenses

Each	Fund	pays,	whether	directly	or	through	reimbursement	to	the	Firm,	for	the	permissible	costs
and	expenses	of	each	Fund	as	determined	by	the	Fund’s	operating	agreement.	In	general,	each	Fund
pays	for	(i)	all	regulatory	and	litigation	costs	and	expenses	(and	damages)	of	the	Fund,	(ii)	all	taxes
imposed	on	the	Fund	(other	than	taxes	allocable	to	one	or	more	Investors),	(iii)	all	costs	and	expenses
incurred	by	or	on	behalf	of	the	Fund	in	connection	with	the	dissolution,	winding	up	or	liquidation	of
the	 Fund,	 (iv)	 indemnification	 amounts	 in	 accordance	 with	 the	 operating	 agreements,	 and	 (v)
distribution	 expenses	 in	 accordance	 with	 the	 operating	 agreement.	 Where	 a	 Fund	 makes	 an
investment	 into	 another	 pooled	 investment	 vehicle,	 the	 Investors	 will	 indirectly	 incur	 third-party
management	fees	and	other	expenses	attributable	to	the	Fund’s	investment.

Investors	should	review	the	operating	agreement	for	a	Fund	for	a	full	explanation	of	all	costs	and
expenses	attributed	to	an	investment	in	such	Fund.

D.		 Prepayment	of	Fees

                                                                                              Part	2A	of	ADV:
                                                                                          OT	Management,	LLC
                                                                                                    Brochure

As	discussed	above,	management	fees	of	each	Fund	are	payable	in	advance.	While	withdrawals	are
generally	not	permitted,	if	an	Investor	is	permitted	to	withdraw	capital,	management	fees	are	not
refunded.

E.		 Outside	Compensation	for	the	Sale	of	Securities

Neither	 Olive	 Tree	 Capital	 nor	 any	 supervised	 persons	 of	 Olive	 Tree	 Capital	 accept	 direct
compensation	for	the	sale	of	securities	or	other	investment	products	outside	of	the	ordinary	business
of	Olive	Tree	Capital.	Further	discussion	on	potential	conflicts	of	interest	are	discussed	below	in	Item
10.

Item	7	–	Types	of	Clients

As	 described	 in	 Item	 4.B.,	 Olive	 Tree	 Capital	 provides	 investment	 advice	 and	 management	 to	 the
Funds,	which	are	privately	offered	pooled	investment	vehicles.	The	Funds	are	generally	structed	as
closed-ended	investment	vehicles	and	Investors	may	be	subject	to	a	minimum	commitment.	In	the
future,	the	Firm	may	provide	investment	advisory	services	to	additional	Clients	including,	but	not
limited	 to	 other	 pooled	 investment	 vehicles,	 single-investor	 vehicles,	 and	 co-investment	 vehicles.
Olive	Tree	Capital	restricts	the	number	of	Investors	in	the	Funds	and	offers	interests	only	through
non-public	transactions	in	order	to	maintain	the	Funds’	exclusion	from	“investment	company”	status
under	the	Investment	Company	Act	of	1940.	Investors	are	required	to	be	“accredited	investors,”	as
defined	 in	 Regulation	 D	 under	 the	 Securities	 Act	 of	 1933	 and	 meet	 other	 eligibility	 criteria	 as
specified	in	the	limited	liability	company	operating	agreements	and	subscription	documents.	Olive
Tree	Capital	or	the	Organizer	generally	have	the	right,	in	their	sole	discretion,	to	waive	any	admission
standard	with	respect	to	any	Investor.