Shoten Capital LP

Item 5: Fees and Compensation

 The fees applicable to each of the Funds or an SMA Client are set forth in detail in the corresponding
 Offering Documents for the Funds or the IMA for an SMA Client. Shōten or the General Partner will
 receive performance-based compensation from the Funds or an SMA Client. A brief summary of such
 fees is provided below.

 Management Fee for the Funds

 The Funds will pay Shōten a quarterly asset based investment management fee (the “Management
 Fee”) equal to between 0% and 2% per annum determined by the class of interests (the “Class of
 Interest”, “Class of Interests”, “Interest” or “Interests”) and the balance of each Investor’s
 capital account as of the first day of each quarter, as detailed in the Fund’s Offering Documents.

 The Management Fee is paid by the Funds quarterly in advance, generally within 10 days of the first
 day of each fiscal quarter, but is amortized monthly over the quarter. The Management Fee is prorated
 for any period less than a full quarter. In the limited circumstances when a withdrawal or redemption
 is made as of a date other than the end of a calendar quarter, any Management Fee will be appropriately
 prorated and the excess returned to such Investor.

 Shōten may reduce, waive or calculate differently the Management Fee for certain Investors in the
 Funds, including but not limited to, members, employees and affiliates of Shōten (“Shōten-related
 Investors”).

 Management Fee and Incentive Fee for an SMA Client

 Fee arrangements for SMA Clients may be structured in a manner similar to those applicable to
 Shōten’s private funds and may include asset-based management fees and/or performance-based
 compensation.

 SMA Clients typically pay a performance-based incentive fee, the terms of which are set forth in the
 applicable investment management agreement. Shōten’s fees may be negotiated at the Firm’s sole
 discretion.

 Incentive Allocation for the Funds

 Generally, at the end of each fiscal year, the General Partner is entitled to a performance-based
 incentive allocation (the “Incentive Allocation”) based on the outperformance of an Investor’s
 capital account relative to their selected “hurdle rate”. The hurdle rate is chosen by the Investor, as
 detailed in each Fund’s Offering Documents, and may be one of the following: i) a 5% Hard Hurdle; ii)
 the MSCI World Net Total Return Index (Bloomberg Ticker: M1WO); or iii) the MSCI “Industrial
 Economy Composite” Net Total Return Index. The Funds will reallocate to the General Partner an
 amount equal to the Incentive Allocation rate, which varies between 0% and 35% depending on the
 Investor’s Class of Interest, multiplied by the amount by which the net return after the Management
 Fee and other expenses exceeds the hurdle return. The Incentive Allocation is subject to any balances
 in an Investors’ “loss recovery account” or “underperformance recovery account” as applicable.

Shōten Capital LP                                                             Form ADV Part 2A

 For certain Classes of Interest, it is possible that an Incentive Allocation will become allocable even if
 the applicable capital account has depreciated in value. In addition, it is possible that an Incentive
 Allocation will exceed the capital appreciation for such fiscal year. Each Fund’s Offering Documents
 contain critical details about how these scenarios are handled.

 In the sole discretion of the General Partner, the Incentive Allocation may be waived, reduced or
 calculated differently with respect to certain Investors, including, without limitation, Shōten-related
 Investors.

 Other Fees and Expenses

 Each Fund will bear its own organizational and offering expenses, which will include all costs and
 expenses incurred in connection with each Fund’s formation and the marketing, offering and sale of
 the Interests of each Fund, including legal and accounting fees and expenses, registration fees, filing
 fees and all costs and expenses incurred in connection with the preparation of offering and
 organizational documents, marketing and similar materials, and drafting and negotiating contracts with
 service providers at or prior to the formation of each Fund and prior to the initial launch of each Fund
 (collectively, “Organizational and Offering Expenses”).

 Certain operating and investment-related expenses incurred in connection with the management of
 SMAs will be borne directly by such accounts, including, without limitation, trading and execution
 costs, brokerage commissions, financing and borrowing costs, research and market data expenses,
 portfolio management and trading systems, professional fees (such as legal, accounting, consulting and
 diligence-related expenses), and regulatory and reporting expenses.

 To the extent any expense is incurred on behalf of both SMAs and one or more Funds or other client
 accounts, such expenses will be allocated on a pro rata or other equitable basis, as determined by the
 Adviser in its discretion based on the nature of the expense and applicable allocation policies.

 Each Fund will bear all of its operating expenses and its pro rata share of the operating expenses of
 the Master Fund and all trading vehicles through which the Master Fund may invest, including such
 costs incurred at or prior to the formation of each Fund and prior to the initial launch of each Fund,
 which expenses will include, without limitation:

 (a) Organizational and Offering Expenses; (b) expenses associated with all investments and transactions
 considered, evaluated and/or consummated by the Master Fund, as well as overall consideration and
 evaluation of such entities’ portfolio, including, without limitation, those expenses incurred before the
 initial launch of the Funds, including, without limitation, expenses associated with sourcing, negotiating,
 investigating, researching, financing and structuring of investments and potential investments, whether
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Item 7: Types of Clients

 Shōten’s current clients are the Funds and the SMA Client.

 Shōten will provide investment advisory services to Clients consisting of private investment funds that
 operate as pooled investment vehicles. Each of the Fund’s Offering Documents sets forth the eligibility
 criteria for Investors in the Funds. Subject to the discretion of Shōten to accept less, the minimum
 initial investment threshold is $5,000,000. The minimum subscription amount may be, and often is,
 waived by Shōten for certain Investors in Shōten’s discretion, including, without limitation, for
 subscriptions by Shōten-Related Investors.

 Each Investor generally must be: (i) an “accredited investor”, as defined in Regulation D under the U.S.
 Securities Act of 1933 (the “Securities Act”), and (ii) either a “qualified purchaser”, as defined in the
 U.S. Investment Company Act of 1940 (the “Company Act”), or a “knowledgeable employee”, as
 defined under Rule 3c-5 of the Company Act and must meet other suitability requirements. Interests
 may not be purchased by non-resident aliens, foreign corporations, foreign partnerships, foreign trusts
 or foreign estates, all as defined in the Internal Revenue Code. The subscription agreement contains
 representations and questionnaires relating to these qualifications.

 Shōten will negotiate with each SMA Client on a minimum asset under management level.