Sidus Investment Management LLC

Item 5 – Fees and Compensation

Item 5.A    Describe how you are compensated for your advisory services. Provide your fee
            schedule. Disclose whether the fees are negotiable.

            Sidus typically charges fees that are based upon a set percentage of assets
            under management and performance.

            Sidus receives a management fee from each Fund in an amount equal 1% to
            1.5% per annum of each Fund’s net asset value (the “Management Fee”).

            In addition, Sidus or the General Partners receive performance-based
            compensation equal to 20% per annum of the net realized and unrealized

           appreciation with respect to each Fund, subject to a loss carry-forward
           provision (the “Incentive Allocation”).

           With respect to the sub advisory role , Sidus is eligible to receive a special
           performance fee based on a percentage of net realized and unrealized
           appreciation, and calculated as set forth in the investment advisory
           agreement.

           Sidus or the General Partners, in their sole discretion (as applicable), have,
           and may in the future, waive or reduce the Management Fee or the Incentive
           Allocation for certain Investors.

           It is critical that Investors refer to the relevant Advisory Client’s operating
           documents for a complete understanding of how Sidus is compensated for its
           advisory services.

Item 5.B   Describe whether you deduct fees from clients’ assets or bill clients for fees
           incurred. If clients may select either method, disclose this fact. Explain how
           often you bill clients or deduct your fees.

           Sidus deducts fees from each Fund’s assets. With respect to the Sidus
           Management Funds, the Management Fee is calculated and payable in
           advance, as of the first business day of each quarter. The Management Fee is
           prorated for Fund interests or shares that are purchased after the beginning
           of a quarter or month (as applicable).

           The Incentive Allocation is generally calculated monthly and charged as of
           the last day of each fiscal year. The Incentive Allocation is adjusted for
           redemptions made during the year and also subject to a loss carry-forward
           provision, such that generally an Investor will not be charged an Incentive
           Allocation until any net loss previously allocated to such Investor has been
           offset by subsequent net profits.
           The special performance fee is paid by the sub advised fund on a monthly
           basis in arrears (when applicable).

           It is critical that Investors refer to the relevant Advisory Client’s
           operating documents for a complete understanding of how fees are
           deducted from their assets. The information contained herein is a

           summary only and is qualified in its entirety by the relevant Advisory
           Client’s operating documents.

Item 5.C   Describe any other types of fees or expenses clients may pay in connection with
           your advisory services, such as custodian fees or mutual fund expenses. Disclose
           that clients will incur brokerage and other transaction costs, and direct clients
           to the section(s) of your brochure that discuss brokerage.

           Each Sidus Management Fund bears its own operating expenses, including,
           but not limited to, news, quotation, and similar information and pricing
           services, research expenses, including, but not limited to, travel expenses
           incurred in researching potential investment opportunities, costs of
           borrowing money, legal, audit, accounting fees, insurance premiums,
           custodial and other fees and commissions and other trading related expenses
           and expenses directly related to the offer and sale of limited partnership
           interests or shares (exclusive of selling commissions), administrative
           expenses of the Sidus Management Fund, and custodial fees, and other
           expenses associated with the operation of the fund.

           To the extent the Advisory Clients utilize soft dollars, the Advisory Clients
           may be deemed to be paying for research and other services with “soft” or
           commission dollars. Refer to Item 12 – Brokerage Practices for further
           information.

Item 5.D   If your clients either may or must pay your fees in advance, disclose this fact.
           Explain how a client may obtain a refund of a pre-paid fee if the advisory
           contract is terminated before the end of the billing period. Explain how you will
           determine the amount of the refund.

           As noted in Item 5.B. above, Sidus deducts the Management Fee in advance.
           To the extent an investment is made as of any day that is not the first day of
           a fiscal quarter or month (as applicable), the Management Fee is prorated. To
           the extent a withdrawal or redemption is made mid-quarter or mid-month
           (as applicable), a pro-rata portion of the Management Fee will NOT be
           refunded to the withdrawing investor.

           Upon 30 days’ prior written notice, an Investor is generally permitted to
           make a withdrawal as of the last business day of each quarter following an
           initial one-year lock up period;

             Withdrawals may also be subject to additional limitations, including, but not
             limited to, required notice periods, a Fund-level gate, suspension of
             withdrawals, required withdrawals and the retention of a reserve for
             liabilities.

             Payment of withdrawal proceeds will be made as soon as practicable, but
             Investors will generally receive 90-95% of the withdrawal proceeds no later
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Item 7 – Types of Clients

Describe the types of clients to whom you generally provide investment advice, such as
individuals, trusts, investment companies, or pension plans. If you have any requirements for
opening or maintaining an account, such as a minimum account size, disclose the requirements.

Sidus provides investment advisory services to pooled investment vehicles operating as
private investment funds and is a sub advisor for a large, strategic investor.

Interests or shares (as applicable) in the Funds are generally offered to (a) U.S. investors who
are (i) accredited investors within the meaning of Regulation D of the Securities Act of 1933,
as amended and (ii) qualified clients within the meaning of Section 2(a)(51) of the
Investment Advisers Act of 1940, as amended and (b) non-U.S. investors.

The minimum initial investment for each Fund is $1,000,000. These minimums are subject
to waiver at the discretion of the General Partners in the case of the Sidus Partners, the
Double Alpha Onshore Fund, d and the board of directors in the case of the Double Alpha
Offshore Fund; provided however, that with respect to the Double Alpha Offshore Fund, the
initial subscription amount may not be less than the applicable statutory minimum which is
$100,000. It should be noted that any separately managed account relationships are
generally subject to significant account minimums.