Overlay Management LLC

ITEM 5:        FEES AND COMPENSATION

The following disclosures outline how Overlay Management is generally compensated. However,
Overlay Management enters into different fee arrangements on a fund-by-fund basis, based on the
size of the offering and number of investors. Specific disclosure of Overlay Management’s
compensation is discussed in each Fund’s offering documents. Overlay Management’s
compensation with each Client is negotiable.

A. FEE SCHEDULE

                                Investment Management Services

The guideline for fees charge by Overlay Management are as follows:
   • The Firm charges an annual management fee of between 1.00 and 2.50% of total committed
       or invested capital; the actual fee is specified in each Fund’s offering documents, and side
       letter agreements may result in lower fees.
   • Affiliates of Overlay Management, including managing members or general partners of the
       Funds, may receive performance-based incentive compensation (such as carried interest),
       as further described in each Fund’s offering documents.

A potential investor should read and review all offering documents in their entirety before making
any investment decisions. Overlay Management may, in its sole discretion, enter into arrangements
with investors under which the management fee is reduced, waived or calculated differently with
respect to such investors, including and without limitation, investors that are members, affiliates,
or employees of Overlay Management or any affiliates or investors that make a substantial
investment or otherwise are determined to represent a strategic relationship. These arrangements
may create conflicts of interest, as certain investors may receive more favorable economic terms
than others in the same Fund. The Firm evaluates such arrangements in the context of its fiduciary
duties and maintains records of material deviations from standard terms. Overlay Management
seeks to address these conflicts in a manner it believes is fair and appropriate; however, there can
be no assurance that all investors will be treated identically. Additionally, the managing member
or general partner can earn compensation and there are additional costs and expenses associated
with the Fund that are paid directly and indirectly by the investors. The offering documents contain
disclosures of the costs, expense, carried interest calculations, withdrawal options, and return on
investment payments.

B. PAYMENT OF FEES

                                Investment Management Services

Fees payable to Overlay Management are deducted at the closing of each Fund, and annual
platform fees are collected quarterly in arrears, unless otherwise specified in a Fund’s offering
documents. The Funds are illiquid investments and any termination of an investor’s interests would
need to occur consistently with the provisions of the Fund documents.

C. OTHER FEES AND PAYMENTS

Organizational Expenses: The Funds will bear the expenses of the organization of the entities
(including legal, accounting, administrative, tax, audit, printing, marketing, and other comparable
expenses).

Operating Expenses: The Funds will bear the expenses for ordinary operating expenses as
applicable, including, but not limited to, legal expenses, audit expenses; regulatory expenses
(including for example, Schedule 13D, 13F, 13G, and Form PF filing costs and expenses, as well
as EDGAR formatting and filing costs); compliance related costs, including but not limited to,
third-party compliance consultants, actual and “mock” examinations, regulatory and governmental
inquiries, subpoenas and proceedings, the Firm’s Management Fee; accounting fees; tax
preparation expenses; any applicable tax liabilities or tax filing costs; other governmental charges
or fees payable to maintain the entity; administration expenses and fees including, but not limited
to, the provision of any investment/management related reporting and certain mid-office services;
research expenses (including research-related and due diligence travel); any applicable investment
expenses; costs and expenses associated with engaging expert networks and consultants; bank and
wire service and transaction fees; and other similar expenses related to the Funds. Expenses are
allocated among the Funds and their investors in accordance with the applicable Fund’s governing
documents. Certain expenses may be allocated across multiple Funds or investment vehicles based
on factors such as relative participation, anticipated benefit, or other considerations determined by

the Firm. These allocation decisions involve inherent conflicts of interest. Overlay Management
applies a consistent allocation methodology based on the terms of each Fund’s governing
documents and periodically reviews allocations for accuracy and consistency. Allocation
determinations are subject to internal review processes and oversight.

The Fund's operating expenses also include the fees and expenses of the Funds and other costs
associated with the Funds’ business, such as the costs and expenses associated with issuing
interests or shares as well as revising the Funds’ offering and operative documents.

D. PREPAYMENT OF FEES

                               Investment Management Services

Overlay Management may, at its discretion, collect fees in advance; however, the Firm does not
collect fees more than six months in advance. The Fund will pay the Firm at the closing of the fund
and annually thereafter for services provided.

E. OTHER COMPENSATION

Neither our Firm nor our representatives receive additional compensation from the sale of
securities or other investment products.

ITEM 7:        TYPES OF CLIENTS & ACCOUNT REQUIREMENTS

Overlay Management generally provides investment advice to pooled investment vehicles
including private funds and special purpose vehicles. While Overlay Management has no stated
minimum investment size for investors in the Funds, the Funds typically require a minimum
investment amount. A typical minimum investment is $100,000. The investment minimum is
disclosed in the Fund’s offering documents and may be waived at the discretion of the Firm.