Stenham Asset Management Limited

Item 5 – Fees and Compensation

Management fees charged by SAM to Stenham Funds and Stenham Managed Portfolios are typically
based on a percentage of the net asset value of the particular Fund or Managed Portfolio at the close
of business on the date the fee accrues or as otherwise stipu lated in the Stenham Fund’s Offering
Materials or the investment management agreement (“ Management Agreement”) entered into with
each Stenham Managed Portfolio Client. Such fees are accrued and paid monthly or quarterly in arrears
as specified in the particular Offering Materials or Management Agreement. Accounts established or
terminated during the relevant monthly or quarterly period will be charged a pro‐rated fee based on
the period the account was managed.

In addition to the management fees described above, Stenham Funds and Stenham Managed Portfolios
may pay a performance‐based fee based on the performance of their investment. Performance‐based
fees are typically computed with respect to realised and unreal ised profits, and are based on the
increase in the net asset value (“NAV”) of a Fund share or a Portfolio over the previous highest NAV
per share or Portfolio (the “high water mark”) in a period, but only after any applicable loss carry
forward has been recouped and, in some cases, after a hurdle is exceeded. Performance‐based fees
accrue on a monthly basis and are paid in respect of each calendar year.

In cases where a Stenham Fund invests in other Stenham Funds, or where a Stenham Managed Portfolio
invests in one or more Stenham Funds, there is no double charging. In these instances, fees are levied
only once at the Fund in which the assets are invested , and no fee is charged at the level of the
investing Fund or the Stenham Managed Portfolio.

Stenham Funds

As noted above, details of each Stenham Fund’s management fees are set out in the Offering Materials
for the relevant Fund. Management fees paid to SAM by each Stenham Fund generally ranges from
0.75% to 2% per annum. SAM may reduce or rebate management fe es to certain Investors by separate
agreement with them. These arrangements may be based upon guaranteed minimum investment levels
maintained in a Fund, periods of holding of an interest in a Fund, or other factors and considerations
determined at SAM’s discretion and negotiated with the particular Investor.

Management fees are calculated by the particular Fund’s administrator and paid to SAM monthly or quarterly in
arrears.

Investors in certain Stenham Funds may also bear performance‐based fees which can be charged either
by reference to the class or series of shares in which the investor in invested; or at the master fund
level. Performance fees charged to the Stenham Funds generally range between 5% and 10%

depending upon the structure of the particular Fund. These fee arrangements are described in more detail in
the relevant Offering Materials for the Stenham Funds.

Stenham Managed Portfolios

Fees paid by Stenham Managed Portfolio Clients are negotiable on an individual basis, and depend on
the type of Client mandate, services provided, size of account and other factors as may be negotiated
and agreed with the particular Client. Management fees generally range between 1% and 1.5% per
annum, are payable in arrears, and are deducted directly from each Client’s account on a quarterly
basis. Performance fees for Stenham Managed Portfolios generally range between 5% and 10%, and
are based upon a wide variety of factors, including the type of client mandate, services provided, size
of account and other factors as may be negotiated and agreed with the Client. Clients may elect to
either pay a performance fee with a lower management fee or a management f ee only.

Additional Expenses

In addition to the management and performance‐based fees described above, Investors in Stenham Funds and
Stenham Managed Portfolio Clients may incur, directly and indirectly, certain additional expenses as described
below:

Stenham Funds

Investors in Stenham Funds may be charged commissions in connection with their subscription in a
Stenham Fund, as well as bear the on‐going operating costs of the Stenham Fund and, indirectly, costs
associated with the investment in an Underlying Fund. Fee s charged to a specific Stenham Fund are
disclosed in its Offering Materials. The following are some of the types of direct or indirect fees or
expenses that may apply:

    1. Selling commissions – front end charges or “finder’s fee” may be paid to distributors who
         introduce an Investor to a Stenham Fund;
    2. Redemption fees associated with a Fund redeeming investments from an Underlying Fund;
    3. Operational expenses of the Stenham Funds, which include administrative fees, custodial fees,
         legal, accounting, audit, regulatory and reporting expenses;
    4. Cost of credit facilities utilised for short‐term cash‐flow purposes (e.g., redemptions at the Stenham
         Fund level while awaiting the Fund’s redemption from an Underlying Fund);
    5. Management and performance fees paid to Portfolio Managers;
    6. Other on‐going operational expenses of Underlying Funds.

Stenham Managed Portfolios

These accounts will also bear certain direct and indirect fees and expenses which may include some or all of the
following:

   1. Administration, custody, legal and filing fees and such other operating expenses as may be disclosed in
       the Management Agreement entered into with the Client;
   2. Management and performance fees paid to the Portfolio Manager of the Underlying Funds; and
   3. Other on‐going expenses of the Underlying Funds.

Item 7 – Types of Clients

 Clients of SAM in Stenham Managed Portfolios and Investors in Stenham Funds include:

       Qualified/Accredited Investors
       Family offices
       Pension Funds
       Trusts
       Institutions
       Private Banks

The minimum subscriptions for the Stenham Funds vary according to the Fund type and jurisdiction and
are set out in each Fund’s Offering Materials. A minimum account size of $5 million is normally required
for a Stenham Managed Portfolio, although in certa in circumstances, and subject to negotiation with
the prospective Client, a smaller account size may be accepted.

All Clients and Investors are subject to applicable suitability requirements.

A US investor must be an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as
amended, or a “qualified purchaser” under the Investment Company Act of 1940, as amended (the “Investment
Company Act”).

 Item 8 - Method of analysis, Investment Strategies and Risk of Loss

 The descriptions set forth in this Brochure of specific advisory services that we offer to Clients,
 investment strategies pursued and investments made by us on behalf of our Clients should not be
 understood to limit in any way our investment activities. We may offer any advisory services, engage
 in any investment strategy and make any investment, including any not described in this Brochure, that
 we consider appropriate, subject to each Client’s investment objectives and guidelines as set forth in
 the Offering Documents. The investment strategies we pursue are speculative and entail substantial
 risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that
 the investment objectives of any Client will be achieved.

 SAM’s investment process has evolved over the last 20 years to be as much about managing risk as
 delivering returns. The process is a qualitative driven approach with significant input from operational
 and quantitative research, which ensures that there is a robust challenge to the qualitative view.
 Investment decisions are made using both a top‐down macroeconomic view, and bottom‐up analysis.
 SAM evaluates and makes the final determination with respect to the research produced by SAP’s
 analysts, who identify, research, assess and monitor the Portfolio Managers with whom the assets of
 the Stenham Funds or Stenham Managed Portfolio Clients will be invested. SAP uses a combination of
 qualitative and quantitative factors to evaluate a Portfolio Manager’s abilit y to generate returns, among
 which are:

        • office visits to meet the investment team,
        •    reputation of the principals of the Portfolio Managers (reference checks),
        • offering documentation and financial statements review,
        •    investment philosophies and analysis of investment process,
        •    risk management techniques,
        •    performance track record including historical distribution of returns and analysis of
             drawdowns and relevant risk ratio and metrics,
        • operational factors.

In making a determination to invest a Client’s assets with any particular Portfolio Manager, SAM tends to focus on
strategies that have depth and liquidity, including, but not limited to, the following:

    •       Equity Long/Short
    •       Equity Market Neutral
    •       Global Macro
    •       Event Driven
    •       Relative Value
    •       Long Volatility
    •       Commodities

SAM does not intend to allocate assets to strategies where leverage is inherent in the strategy, or where there are
or may be liquidity issues.

SAM maintains a forward‐looking 12‐month rolling strategy allocation which reflects its assessment of
the global macro environment and the outlook for different strategies. SAM does not use a model
approach; the main drivers of its investment selection pro cess being a forward‐looking qualitative view
of macroeconomic themes and market trends supported by detailed quantitative inputs. SAM looks at the
“big picture” to gain a deep understanding of:

     •   Where risks and imbalances are building up globally, currently and looking forward;

     •   How this changing environment will impact a particular strategy; and

     •   With this macro view, what risks will drive the returns of a particular strategy.

SAM’s forward‐looking macro view is primarily developed from information obtained from numerous
meetings with Portfolio Managers and analysis of their reports on their allocations. Discussions on the
macro view are backed up by information obtained from at tending many hedge fund and general industry
conferences, regular meetings with prime brokers and other industry specialists, economic data from
many sources, and regular input from our extensive contacts in the industry as well as from the wider
Stenham Asset Management Group.

SAM’s overriding investment philosophy is to control downside risk. Accordingly, it prefers transparent
strategies with low volatility that trade liquid assets, limits the use of leverage, and has predictable
return patterns combined with asymmetric risk c haracteristics.

Set forth below is an overview of the primary risks associated with fund of funds investing, each of
which is more fully discussed in Exhibit A attached hereto. However, it is not possible to identify all of
the risks associated with investing. The particular risks applicable to a Fund or Stenham Managed
Portfolio will depend on the nature of the account, its investment strategies and the types o f
investments held. For additional discussion about risks relating to a particular investment, Clients
should consult the relevant Offering Materials.

Client Risks

The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment
in the clients advised by us. These risk factors include only those risks we believe to be material, significant or
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