Sagewood Asset Management LP

Item 5 - Fees and Compensation
Sagewood bases its investment management fees on a percentage of the assets under management (the
“Mandate Amount” or “Net Asset Value”) as defined in the investment management agreement, typically
adjusted for gains or losses in the account during the billing period.
The maximum annual management fee is 2.00%. Management fees are generally negotiable. Sagewood
reserves the right to reduce or waive the management fees at its sole discretion.
Fees are for advisory services only, unless otherwise indicated. Investment management fees are
deducted from the client’s account, unless Sagewood and the client agree otherwise in writing.
Management fees are generally calculated quarterly in arrears, unless requested otherwise. For accounts
that are opened during a billing quarter, we prorate the management fee for the number of days the
account is open during the billing quarter.
The quarterly management fee is generally calculated and billed based on the average of the three-month-
end values of the Mandate Amount or the Net Asset Value, depending on the strategy. The month-end

Mandate Amount or Net Asset Value, depending on the strategy, is adjusted for changes such as client-
directed increases or decreases and realized and unrealized gains and losses for that month, net of actual
or accrued management and performance fees, if applicable. Some accounts have their quarterly
management fee calculated and billed based on their stated Mandate Amount. For more information on
the calculation of quarterly management fees, please refer to the investment management agreement.
If the account terminates during the billing quarter, the account is charged the pro-rata fee for the period
in which services were provided during the quarter, or receives a refund if the fee was paid in advance.
Performance Fees
As described below in Item 6, Performance-Based Fees and Side-by-Side Management, Sagewood may
receive a performance-based fee of up to 20% of the net realized and unrealized gains on the positions in
the client’s account. The performance fees are calculated and payable annually, on withdrawals and when
an account closes. Fees are deducted from the client’s accounts, unless Sagewood and the client agree
otherwise in writing.
Performance fees are generally negotiable. Sagewood reserves the right to reduce or waive performance
fees at its sole discretion.
Clients agreeing to a performance-based fee must represent to Sagewood that the client is a “qualified
client” under the Advisers Act by virtue of being (i) a natural person or a company (as defined in
paragraphs (b)(2) and (g)(1) of Rule 205-3 of the Investment Advisers Act of 1940), who immediately after
entering into the investment management agreement with Sagewood has at least $1,100,000 under the
management of Sagewood; or (ii) a natural person or company whose net worth (exclusive of primary
residence) at the time the contract is entered into exceeds $2,200,000 (either alone or held jointly with
such person’s spouse) or is a qualified purchaser as defined in section 2(a)(51)(A) of the Investment
Company Act of 1940.

Additional Fee and Expense Information
The advisory fees do not cover the following fees and expenses, which are also payable by the client:
    •   commissions and other fees for transactions, including execution or service charges;

    •   taxes relating to the account;
    •   other fees charged by third parties, including third-party custodian fees, exchange fees, electronic
        fund transfer fees, charges imposed by regulatory bodies, and charges mandated by law; and
    •   custodian charges for interest and fees on margin and others, including short-interest payments,
        or on debit balances in an account.
From time-to-time, our employees may invest in our strategies. In these cases, employee accounts will
not be charged management or performance fees.

Item 7 - Types of Clients
Sagewood generally makes its advisory services available to a wide variety of clients including, but not
limited to, high-net-worth individuals, government entities, pension and profit-sharing plans, trusts,
estates, charitable organizations, corporations and other business entities, employee benefit plans, and
foundations. Sagewood generally requires a client to meet a minimum account size and net worth
threshold, which may be waived by Sagewood at its discretion, and may require a client to be a qualified
client (as defined under the Investment Advisers Act of 1940). The client may be required to designate
one or more Collateral Accounts for which the assets will serve as collateral for the margin used to finance
investments in the client’s account.
In general, individually managed accounts are subject to a minimum mandate or minimum net asset value
amount of $2,500,000 or $1,000,000, respectively. Sagewood may, in its sole discretion, waive its
minimum account size and/or minimum fee based upon certain criteria (e.g., historical relationship, type
of assets, anticipated future earning capacity, anticipated future additional contributions, dollar amounts
of assets to be managed, related accounts, account composition, negotiations with clients, etc.).
Termination of an advisory agreement can occur upon written notice by either party to the other and
becomes effective 10 business days after the notice date.