RG Niederhoffer Capital Management Inc

Item 5: Fees and Compensation

The fees and expenses paid by each Advisory Client are summarized below, and set forth in more detail
in the private placement memoranda for each Feeder Fund and trading advisory agreements for the SMAs.

Feeder Funds (Certain Fees)

RGNCM receives a management fee (“Management Fee”) based on assets under management from the
Smart Alpha Fund Offshore and Smart Alpha Fund Onshore of 0.9% per annum.

RGNCM receives a Management Fee based on assets under management from Macro Diversified Fund
Offshore and Macro Diversified Fund Onshore as follows: Class FA (1.0% per annum), Class FB (1.5%
per annum), Class FC (0.75% per annum), Class D (1.75% per annum) and Class FE (2% per annum).

With respect to the Class SP Interests in Macro Diversified Fund Onshore, and with respect to Class SP
Interests, Class GB Interests and Class MS Interests in Macro Diversified Fund Offshore, RGNCM
receives a Management Fee based on assets under management on a tiered basis, based upon the
percentage set forth below (annualized) of each investor’s capital account balance, as follows:

 Capital Account Daily                 Quarterly          Annual
 Balance:        liquidity             liquidity          liquidity after a
                                                          3-year lockup

 $0-$50,000,000       1.40%            1.40%              1.15%

 $50,000,000.01-      1.30%            1.30%              1.05%
 $500,000,000

 >$500,000,000        1.20%            1.20%              0.95%

RGNCM receives a liquidity fee (“Liquidity Fee”) based on assets under management of (i) 0.50% from
any share class in the Smart Alpha Fund Offshore that offers daily liquidity; (ii) 0.75% from any share
class or interest class in the Macro Diversified Fund Offshore and Macro Diversified Fund Onshore that
offers daily liquidity (other than Class SP Interests, Class GB Interest or Class MS Interests); and (iii)
0.50% from any holder of Class SP Interests, Class GB Interest or Class MS Interests that has daily
liquidity.

RGNCM receives a Profit Allocation (as defined below) of 18% from each of Smart Alpha Fund Offshore
and Smart Alpha Fund Onshore, and receives a Profit Allocation of 15%, 20% or 22% (depending upon
interest class) from each of Macro Diversified Fund Offshore and Macro Diversified Fund Onshore.

Management Fees and Liquidity Fees (if applicable) paid by the Feeder Funds are deducted in arrears at
each month-end.

SMAs (Certain Fees)

RGNCM and any institution that establishes an SMA negotiate: (i) a Management Fee that is calculated
based on assets under management; and (ii) an SMA Incentive Fee (as defined below). RGNCM does not
receive a Liquidity Fee from the SMAs.

Management Fees paid by SMAs are deducted in arrears at each month-end.

In some instances, RGNCM does not receive an SMA Incentive Fee from an SMA.

Performance-based Fees (Profit Allocations and Incentive Fees)

At the end of each calendar quarter, or when shares or partnership interests in a Feeder Fund are redeemed
(the “Fund Profit Allocation Period”), RGNCM may receive a profit allocation (“Profit Allocation”) in
the case of investors in the Feeder Fund. For Smart Alpha Fund Offshore and Smart Alpha Fund Onshore,
RGNCM receives a Profit Allocation to its book capital account of 18% of net new appreciation in such
fund (including unrealized gains), if any, achieved by each investor in such fund during each Fund Profit
Allocation Period. For Macro Diversified Fund Offshore and Macro Diversified Fund Onshore, RGNCM
receives a Profit Allocation to its book capital account of 15%, 20% or 22% (depending upon interest
class) of net new appreciation in such fund (including unrealized gains), if any, achieved by each investor
in such fund during each Fund Profit Allocation Period.

At the end of each calendar quarter (the “SMA Incentive Fee Period”), RGNCM may receive an incentive
fee (an “SMA Incentive Fee”, referred together with the Profit Allocation as “Performance Amounts”) in
the case of certain SMAs. For certain SMAs, RGNCM may receive an SMA Incentive Fee equal to a
percentage of the appreciation in the net asset value per share (or per interest) (in either case, including
unrealized gains), if any, achieved by such SMA during such SMA Incentive Fee Period. The SMA
Incentive Fee percentage paid by each SMA has been set via negotiation with each institution that
established the SMA.

Performance Amounts are subject to a loss carryforward, also known as a high water mark, such that
RGNCM will be eligible to receive a Performance Amount only if the appreciation of the net asset value
per share (or per interest) for the relevant period exceeds any depreciation of that net asset value that has
not been recouped.

RGNCM, as general partner or investment manager of each Feeder Fund, and as trading advisor of the
SMAs, is entitled to retain any Performance Amounts previously allocated or received even if subsequent
losses are incurred. However, no subsequent Performance Amount is allocated or received until net new
appreciation is achieved for the SMAs or the investor’s account in the Feeder Fund, as applicable.

Profit Allocations (if any) and SMA Incentive Fees (if any) are deducted in arrears at each quarter-end.

Fees (generally)

If a Fund investor is invested for only a portion of a particular month, then the Management Fee and
Liquidity Fee (if applicable) are pro-rated. For the Funds, Management Fees are calculated before the
accrual or payment of Liquidity Fees (if applicable) and Performance Amounts (if any); Liquidity Fees
(if applicable) are calculated after the accrual or payment of Management Fees but before the accrual or
payment of Performance Amounts (if any); and Performance Amounts are calculated after the accrual or
payment of Management Fees and Liquidity Fees (if applicable). All such fees and Performance Amounts
...

Item 7: Types of Clients

RGNCM provides advisory services to private funds and SMAs. The underlying investors may include
but are not limited to funds of hedge funds, high net worth individuals, corporations and partnerships,
corporate pension and profit-sharing plans, foundations, endowments, sovereign funds, municipalities,
registered mutual funds, private investment funds and other U.S. and non-U.S. institutions.

Smart Alpha Fund Offshore offers Class A shares (monthly liquidity) and Class B shares (daily liquidity),
with minimum investments of $1,000,000 and $5,000,000, respectively.

Smart Alpha Fund Onshore offers limited partnership interests (monthly liquidity) with minimum
investments of $1,000,000.

Macro Diversified Fund Offshore and Macro Diversified Fund Onshore offer Class FA interests (monthly
liquidity, $10,000,000 minimum investment), Class FB interests (monthly liquidity, $1,000,000 minimum
investment), Class FC interests (daily liquidity, $10,000,000 minimum investment), Class D interests
(annual liquidity after a 3-year lockup, $10,000,000 minimum investment) and Class FE interests
(quarterly liquidity, $250,000 minimum investment).

Macro Diversified Fund Onshore also offers Class SP50 interests (daily liquidity with $10,000,000
minimum investment; quarterly liquidity with $2,000,000 minimum investment; and annual liquidity after
a 3-year lockup with $20,000,000 minimum investment) and Class SP20 interests (daily liquidity with
$25,000,000 minimum investment; quarterly liquidity with $5,000,000 minimum investment; and annual
liquidity after a 3-year lockup with $50,000,000 minimum investment).

Macro Diversified Fund Offshore also offers Class SP50 interests, Class GB50 Interests and Class MS
Interests (each with daily liquidity with $10,000,000 minimum investment; quarterly liquidity with
$2,000,000 minimum investment; and annual liquidity after a 3-year lockup with $20,000,000 minimum
investment) and Class SP20 interests, Class GB20 Interests and Class MS20 Interests (each with daily
liquidity with $25,000,000 minimum investment; quarterly liquidity with $5,000,000 minimum
investment; and annual liquidity after a 3-year lockup with $50,000,000 minimum investment).

RGNCM may waive the minimum investment requirement for any of the Feeder Funds; however, Smart
Alpha Fund Offshore and Macro Diversified Fund Offshore require a minimum investment of $100,000.

RGNCM provides investment advisory services to SMAs on a case by case basis. Initial size of the
account, potential size of the account, expected duration of the account and level of fees are among the
factors RGNCM analyzes when considering an SMA.