Stempoint Capital LP

Item 5: Fees and Compensation

      Unless otherwise provided in applicable side letters, StemPoint Capital is compensated
      for its advisory services with respect to each Fund as follows:

         •   StemPoint Fund: StemPoint Capital is entitled to receive a monthly management
             fee from the StemPoint Fund, payable in advance. The management fee for a
             calendar month equals 1/12 of the applicable management percentage of each
             sub-account balance maintained by the StemPoint Fund calculated as of the first
             business day of such month. “Applicable management percentage” means 2.0%
             (per annum) for Class A interests and their corresponding sub-accounts and 1.5%
             (per annum) for Class F interests and their corresponding sub-accounts.

             The general partner of the StemPoint Master Fund is eligible to receive a
             performance allocation, which is compensation that is based on a share of capital
             gains on or capital appreciation of the assets of the StemPoint Fund (if any). This
             compensation is 20.0% for Class A interests and 17.5% for Class F interests.
             Performance allocation paid is less management fees and subject to a loss
             carryforward.

         •   Opportunity Fund: StemPoint Capital is entitled to receive a quarterly
             management fee from the Opportunity Fund, payable in advance. The
             management fee for a calendar quarter will equal 1/4 of the management fee for
             each sub-account balance maintained by the Opportunity Fund calculated as of
             the first business day of such quarter and the management fee will be prorated for
             any partial calendar quarter. “Applicable management percentage” means 1.0%
             (per annum) for Class A interests and their corresponding sub-accounts.

             If the performance allocation for a given year is greater than the management fee
             agreed upon with investors in the Opportunity Fund for that year, then the general
             partner of the Opportunity Master Fund is eligible to receive a performance
             allocation calculated with respect to each Opportunity Fund Class A interest sub-
             account that equal 30.0% of the excess (if any) of the capital appreciation of the

       assets of such sub-account over a hurdle amount as outlined in the respective
       applicable offering documents. The performance allocation with respect to a sub-
       account for any performance period will be reduced (but not below zero) by an
       amount equal to the sum of the management fees payable by the Opportunity
       Fund in respect of such sub-account and any unrecovered Management Fee
       Carryforward (defined below) balance that has not been applied to reduce
       performance allocations from prior periods. To the extent any portion of the
       management fees payable in respect of a sub-account is not applied to reduce any
       performance allocation for such performance period (e.g., because the amount of
       management fees payable for such period exceeds the amount of the performance
       allocation for such period), such portion of the management fees will be carried
       forward to reduce any future performance allocations (such excess management
       fees carried forward, “Management Fee Carryforward”).

StemPoint Capital’s fees with respect to the Funds are generally not negotiable.
Notwithstanding the foregoing, the Firm offers more favorable fee terms to certain
investors in a separate class in one or more of the Funds, including to the Firm’s
employees, officers, consultants and associated persons or vehicles.

StemPoint Capital has the ability to waive, reduce or calculate differently the
management fee applicable to any investor of the Funds without the consent of, or notice
to, any other investor. The management fee payable in respect of an investor will be
specially allocated by the particular Fund to the sub-account maintained at the respective
Funds with respect to such investor. The general partners of the respective Funds have
the ability to reduce, waive or calculate differently the performance allocation with
respect to any sub-account established from time to time with respect to any investor.

With respect to the Strategic Investor SMA, StemPoint Capital is entitled to receive a
quarterly management fee, payable in advance, calculated at a rate of 1.5% (per annum)
based on the notional value of the managed account as of the first calendar day of each
calendar quarter and is eligible to receive an annual incentive fee equal to 17.5% of the
net profits for each fiscal year.

In connection with the Sub-Advisory Agreement, StemPoint Capital is entitled to receive
a monthly management fee of 0.50% (annualized), payable in advance, of the net asset
value from each series of certain share classes of the Segregated Portfolio. The Firm is
also eligible to receive an annual performance fee of 10% of the aggregate net profits
allocated to each series of certain share classes of the Segregated Portfolio, subject to
certain hurdles and high watermarks as specified in the offering documents of the
Segregated Portfolio.

In addition to the management fee and performance allocation or fee described above,
each Fund shall bear its own expenses. Such expenses vary by Fund, but generally
include, but are not limited to, the following: (A) organizational and offering expenses
of each Fund, including, without limitation, all expenses incurred in connection with and
directly and indirectly related to the formation, qualification, and registration and/or
exemption from qualification and registration of the Funds and their ownership interests
or shares and the offering, distribution, and processing of the ownership interests or
...

Item 7: Types of Clients

       StemPoint Capital provides investment advisory services with respect to the Clients, as
       described above in Item 4: Advisory Business.

       The offering of the Funds is designed to be exempt from registration under the Securities
       Act of 1933, as amended (the “Securities Act”) pursuant to Regulation D thereunder. In
       addition, each Fund is designed to rely on an exemption from registration as an
       investment company under the Investment Company Act pursuant to Section 3(c)(7) of
       the Investment Company Act. Each investor in the Funds must meet certain eligibility
       provisions.

       Admission to the Funds is not open to the general public. Interests in the Funds will
       generally be offered and sold only to sophisticated investors that are (i) “accredited
       investors” within the meaning of Rule 501 of Regulation D under the Securities Act, (ii)
       “qualified clients” as defined in Rule 205-3 under the Investment Advisers Act of 1940,
       as amended (the “Advisers Act”), and (iii) either “qualified purchasers” or “knowledgeable
       employees” as defined under Section 3(c)(7) and Rule 3c-5 under the Investment Company
       Act, respectively.

       Investors that invest in one or more of the Funds generally include educational endowments,
       high net worth individuals, family offices, trusts, foundations, fund of funds or other
       registered investment advisers.

       The minimum initial investment amount for the StemPoint Fund is $1 million for Class
       A interests and $10 million for Class F interests. Subsequent subscriptions must be at
       least $500,000 for Class A interests and $5,000,000 for Class F interests. The minimum
       initial investment amount for the Opportunity Fund is $1 million for Class A interests.
       Subsequent subscriptions must be at least $500,000 for Class A interests. However, these
       amounts can be waived or reduced at the discretion of the general partners and/or board
       of directors of each respective Fund.