Third Eye Capital Management LLC

Item 5 – Fees and Compensation

    The Fund

    Management Fee. In consideration for its services, the IM receives a management fee (the
    “Management Fee”) paid monthly in advance equal to 0.1667% (2% per annum) of the beginning
    capital account balance (the “Capital Account”) of each Limited Partner for such calendar month.
    A pro rata portion of the Management Fee will be paid out of any initial or additional capital
    contributions to the Fund on any date that does not fall on the first day of a calendar month, based
    on the number of days remaining in such partial month. No portion of the Management Fee will be
    refunded in connection with any withdrawals from a Limited Partner’s Capital Account occurring
    prior to a withdrawal date.

    Performance Allocation. In addition, the IM shall receive a quarterly performance profit allocation
    (the “Performance Allocation”) in an amount equal to twenty percent (20%) of the Net Capital
    Appreciation allocated to each Limited Partner during each calendar quarter (the “Performance
    Allocation Period”) provided, however, that such Performance Allocation shall be subject to a loss
    carry-forward provision, also known as a “high water mark,” so that the Performance Allocation will
    only be deducted from a Limited Partner’s Capital Account to the extent that such Limited Partner’s
    pro rata share of such appreciation causes its Capital Account balance, measured on a cumulative
    basis and net of any losses, to exceed such Limited Partner’s highest historic Capital Account balance
    as of the end of any prior calendar quarter or, if higher, such Limited Partner’s Capital Account
    balance immediately following its admission to the Fund (as adjusted for any withdrawals at a time
    when a Limited Partner’s Capital Account balance is below the applicable “high water mark”).

    “Net Asset Value” shall mean the value of the Capital Account assets determined on the last
    business day of a calendar year by adding (A) (i) the aggregate Fair Market Value of the Account’s
    investments; (ii) the aggregate un-invested cash balances of the Account; (iii) the aggregate Fair
    Market Value of such assets as would generally be considered pre-payments of expenses to be
    amortized over future periods; and (iv) the aggregate Fair Market Value of all dividends and
    distributions payable in cash, stock or other property received by the Capital Account and the face
    value of all notes and other receivables and (B) deducting from the total sum obtained under (A)
    above any liabilities and expenses due, including Account expenses and the Management Fee (but
    excluding the Performance Allocation).

    “Fair Market Value” for investments which are listed on one or more United States or foreign
    securities exchanges or are traded on a recognized over-the-counter market (including the
    NASDAQ), or for which market quotations are available shall be valued at their last reported sales
    price on the date of determination on the primary exchange or market on which such Investments
    are traded or, if no sale occurred on the valuation date, the value for long positions shall be the
    “last bid” and the value for short positions shall be the “last ask” (or, if on such date securities
    markets were closed, then the last preceding business day on which they were open).

    “Net Capital Appreciation” shall mean, with regard to any Performance Period, the difference
    between the Net Asset Value of the Capital Account at the beginning of the Performance Period

    (after giving effect to withdrawals for the preceding Performance Period and capital contributions
    for the current Performance Period) and the Net Asset Value of the Account at the close of the same
    Performance Period (before giving effect to withdrawals for such Performance Period). Any increase
    in the Net Asset Value shall be deemed Net Capital Appreciation. For purposes of calculating Net
    Capital Appreciation, both realized and unrealized losses shall be included.

    The IM may enter into arrangements with Limited Partners under which the Management Fee and/or
    Performance Allocation is reduced waived or calculated differently with respect to such Limited
    Partners, including, without limitation, Limited Partners that are members, affiliates or employees
    of the IM, members of the immediate families of such persons and trusts or other entities for their
    benefit, or Limited Partners that make a substantial investment or otherwise are determined by the
    IM to represent a strategic relationship.

    The minimum initial capital contribution to the Fund is $500,000, subject to the General Partner’s
    sole discretion to accept subscriptions for lesser amounts.

    Fund Expenses

    The Fund shall pay (or reimburse the IM) for all ordinary and reasonable operating and other
    expenses, including, but not limited to, investment-related expenses (e.g., brokerage commissions,
    clearing and settlement charges, custodial fees, interest expenses, and expenses relating to
    consultants, brokers or other professionals or advisors who provide research, advice or due diligence
    services with regard to investments); research costs and expenses (including fees for news,
    quotation and similar information and pricing services); registered agent fees; legal expenses
    (including, without limitation, the costs of on-going legal advice and services, blue sky filings and
    all costs and expenses related to or incurred in connection with the IM’s compliance obligations
    under applicable federal and/or state securities and investment adviser laws arising out of its
    relationship to the Fund, as well as extraordinary legal expenses, such as those related to litigation
    or regulatory investigations or proceedings) management fees; accounting fees and audit expenses;
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Item 7 – Types of Clients

    The Fund

    Investors in the Fund may include Institutional investors, high net worth individuals, trusts,
    charitable organizations and other tax exempt entities. Each investor’s initial investment in the Fund
    must be at least $500,000 and $100,000 for additional investments, subject to increase or decrease
    by the IM at its discretion.

    Interests in the Fund are being offered under the 3(c)(1) exemption of the Investment Company
    Act for investment by up to 100 persons who are “Accredited Investors” as defined in Rule 501(a)
    of Regulation D under the Securities Act and “Qualified Clients” as defined in Rule 205-3 under

    the Advisers Act, and who have sufficient knowledge and experience in financial and business
    matters to make them capable of evaluating the merits and risks of an investment in the Fund.

    In order to satisfy the criteria for an Accredited Investor, in the case of individuals, an investor must
    have either (i) an annual income of not less than $200,000 for each of the previous two years (or
    a combined income with such person’s spouse of not less than $300,000), and reasonably anticipate
    the same level of income for the current year, or (ii) a net worth in excess of $1,000,000 (excluding
    the value of such person’s primary residence).

    A Qualified Client is any person who comes within any of the following categories, at the time of
    such Limited Partner’s admission to the Fund:

      •   A natural person who, or a company that, immediately after entering into the contract, has
          at least $1,000,000 under the management of the General Partner and its affiliates;

      •   A natural person who, or a company that, the General Partner reasonably believes has a net
          worth (together, in the case of a natural person, with assets held jointly with a spouse) of
          more than $2,100,000 (excluding the value of such person’s primary residence);

      •   A qualified purchaser as defined in Section 2(a)(51)(A) of the Investment Company Act;

      •   A natural person who is an executive officer, director, trustee, general partner, or person
          serving in a similar capacity, of the General Partner; or

      •   A natural person who is an employee of the General Partner (other than an employee
          performing solely clerical, secretarial or administrative functions with regard to the General
          Partner) who, in connection with his regular functions or duties, participates in the investment
          activities of the General Partner, provided that such employee has been performing such
          functions and duties for or on behalf of the General Partner, or substantially similar functions
          or duties for or on behalf of another company, for at least 12 months.

    The interests will not be registered under the Securities Act or the securities laws of any state or
    any other jurisdiction, nor is any such registration contemplated.

    Separately Managed Accounts

    The IM offers advisory services to Accounts investors who are non-Accredited or Accredited
    Investors.