Third Gear Capital Management LP

Item 5: Fees and Compensation

 Management Fee for the Funds

 As an investment adviser to the Funds, as governed by the Governing Documents, Third Gear
 receives a Management Fee generally equal to an annual rate of 1.25% to 1.5% depending on the
 class interests of the Feeder Funds (or the Master Fund).

 The Master Fund will pay Third Gear a Management Fee monthly in advance on the first day of
 each calendar month, equal to the applicable Management Fee percentage of the net asset value of
 each capital account of each Investor as of such date.

 Management Fees are generally pro-rated for partial periods. Once paid, Third Gear will return to
 the Funds (or the Master Fund) for payment to, or credit to the capital account of, the withdrawing
 Investor, an amount equal to the pro rata portion of the Management Fee.

 Third Gear or the General Partner may reduce, waive or calculate differently the management fee
 for certain Investors, including but not limited to, employees, and/or designated persons that are
 affiliates of Third Gear, without notice to, or consent from, the other Investors.

 Management Fee for an SMA Client

 The Management Fee is negotiated separately with each SMA Client and are dependent on
 numerous factors. Third Gear receives an annual management fee based on a percentage of the
 account balance of the SMA Client, ranging from 1% to 2%, payable on a monthly or quarterly
 basis per the terms of the investment management agreement with the SMA Client.

 Other Fees and Expenses

 Organizational Expenses

 The Funds are responsible for the costs, fees and expenses incurred in connection with its
 formation and organization, including but not limited to, legal and accounting fees (the
 “Organizational Expenses”). Third Gear and/or the General Partner may pay the Funds’
 Organizational Expenses subject to reimbursement from the Funds. The Funds intend to amortize
 its Organizational Expenses over a period of up to sixty (60) months from the initial closing date.
 If such amortization would result in a qualified opinion of the Funds’ audited financial statements,
 the General Partner may elect to fully amortize the Organizational Expenses, but amortize the
 Organizational Expenses over a period of up to sixty (60) months for net asset value purposes.

Third Gear Capital Management, LP                                          Form ADV Part 2A

 Fund Expenses

 Except as otherwise set forth below, the Fund generally will be required to bear all Fund Expenses
 related to the particular Fund (as defined below). To the extent that Fund Expenses are paid by
 Third Gear, the General Partner, or a respective affiliate thereof, the Funds will reimburse such
 persons for those Fund Expenses (as defined below) promptly upon request except as set forth
 below.

 “Fund Expenses” will include, among others, the following fees and expenses: (a) all expenses,
 incurred in connection with the offer and sale of interests (other than placement agent fees),
 including, but not limited to, conference attendance expenses, documentation of performance and
 the admission of Investors, (b) all Organizational Expenses, operating expenses of the Funds (such
 as tax preparation fees (including, without limitation, any such fees related to the preparation of
 tax returns and Schedule K-1s)), governmental fees and taxes (or any other governmental charges
 levied against the Funds), each Fund’s administrator, custodial and prime brokerage fees and
 expenses, communications with Investors and ongoing legal, accounting, auditing, administration,
 appraisal, bookkeeping, independent shadow accounting, consulting and other professional fees and
 expenses, including for litigation, and preparation of each Fund’s financial statements and reports,
 (c) all Fund costs, expenses and charges incurred in connection with the investment and trading
 activities of the Funds (e.g., brokerage commissions, mark-ups, margin interest, expenses related
 to short sales, custodial fees, clearing and settlement charges and other transaction costs to
 brokers), (d) professional and other advisory and consulting expenses, monitoring or the assertion
 of rights or pursuit of remedies (including, without limitation, pursuant to bankruptcy or other legal
 proceedings, or participation in informal committees of creditors or other security holders of an
 issuer) and Advisory Committee, GP Board, and Advisory Board fees and expenses (including
 indemnification and compensation of individual members of any such board), (e) all fees and other
 expenses incurred in connection with the investigation, prosecution or defense of any claims by or
 against the Funds, (f) interest on, and fees and expenses arising out of, all borrowings made by the
 Funds, (g) the costs of any litigation and indemnification relating to the affairs of the Funds, (h)
 expenses related to third party research, publications, data and data services, including real time
 pricing and market information (such as Bloomberg and Reuters services) and historical pricing and
 other data, order management system, portfolio management system and risk management system
 and advisory, (i) costs of compliance with applicable laws and regulations of governmental and self-
 regulatory bodies, including costs incurred by Third Gear, the General Partner, and their respective
 affiliates in complying with laws and regulations that apply to any such entities as a result of their
 services to the Funds, (j) the Funds’ expenses associated with forming and maintaining the legal
 existence of the Funds, including directors’ fees, administrators’ fees, AML officer fees and
 registered office fees, (k) costs associated with regulatory filings including but not limited to Form
 PF, (l) insurance premiums of Third Gear, the General Partner, and/or the Funds, (m) expenses of
 any meetings of the Investors, (n) the Feeder Funds’ proportionate share of the Master Fund’s
...

Item 7: Types of Clients

 Third Gear’s current clients are the Funds and the SMA Client.

 The initial subscription minimums for each Fund is generally US $250,000, as disclosed in the
 Governing Documents of each Fund. Additional subscription minimums are disclosed in the
 Offering Documents for each Fund.

 The Offering Documents for each Fund provide the eligibility criteria and minimum investment
 requirements to be an Investor.

 Investors in each Fund at a minimum will be: (i) an “Accredited Investor”, as defined in Regulation
 D under the U.S. Securities Act of 1933 (the “Securities Act”); and (ii) a “Qualified Client”, as
 defined in Rule 205-3 of the Advisers Act. The Subscription Agreement for each Fund contains
 representations and questionnaires relating to these qualifications.

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