Torreyana Capital LLC

Item 5. Fees and Compensation

Torreyana will charge asset-based management fees and may in the future charge performance-based fees as
compensation for investment advisory services rendered. Fees will be individually negotiated and may range up to
1% per annum for management fees and up to 20% for performance fees 1.            0F

As set forth in the Governing Documents and subject to specific terms contained therein, Torreyana will generally
deduct fees directly from Client assets. In certain situations, the Firm may agree to send an invoice for payment via
alternative means. Management fees are generally billed quarterly, in advance. Performance fees are calculated and
billed on an on-going basis, subject to applicable high-water marks, waterfalls, hurdles and claw-backs (if any).
Specific fee terms, including refunds for partial payments of service involving a termination, are disclosed in the
Governing Documents.

Clients will incur other types of fees and expenses in connection with the management of their assets, as described
at length in the Governing Documents. Additional expenses the Clients will incur generally include but are not
limited to operating expenses and organizational expenses, such as:

         (i) all investment-related costs and expenses (i.e., expenses that, in the Firm’s sole discretion, are related to
the investment of the Clients’ assets, whether or not such investments are consummated), including commissions
and charges, interest on margin accounts and other indebtedness, expenses relating to short sales, clearing and
settlement charges, option premiums and custodial and service fees, research-related expenses (including research-
related travel expenses), expenses relating to consultants, attorneys, brokers or other professionals or advisors who
provide research, advice or due diligence services with regard to investments;

          (ii) fees and expenses related to portfolio exposure and performance management systems, risk management
services and software related to trade reconciliation, treasury, margin, financial and counterparty management, risk
monitoring, performance reporting, valuation quotation services (e.g., Bloomberg terminals, historical and live
financial data and other similar services and data feeds) and trade order management systems (including systems that
facilitate trade compliance, commission management, stock locates and transaction cost analysis, and third-party
service providers used for implementation, custom reporting, updates, consultations, support, maintenance,
monitoring and data extracts);

         (iii) the Clients’ legal, accounting (including fees associated with accounting software and systems), tax
preparation and other tax-related expenses (including preparation and mailing costs of financial statements, tax
returns and other reports to investors), auditing, consulting and other professional expenses;

         (iv) third-party administration costs, fees and expenses (including any costs, fees and expenses related to
investor communications, relations, reporting or other investor materials, tax preparation and related reporting,
performance information, data extraction and other types of reporting and any audit or accounting services provided
by a third-party administrator);

         (v) all fees and charges of custodians, clearing agencies and banks;

         (vi) compliance and reporting expenses and expenses attributable to regulatory filings that are made with
respect to the Clients or assets of the Clients’ (including Section 13, Section 16, Form D, Form PF, FATCA/CRS,
anti-money laundering compliance, state security filings, general regulatory compliance and non-U.S. position
reporting filings, if applicable, and non-U.S. filings, if any);

1 Performance fees may be referred to as carried interest, incentive allocation, promote or other such terms, as defined in the
relevant Governing Documents. Further discussion of performance fees is found in Item 6.

           (vii) the Client’s pro-rata share of insurance costs (including the pro-rata portion of director’s and officer’s
insurance, errors and omissions insurance, fidelity insurance and other similar policies covering the Firm and/or an
affiliate);

       (viii) any taxes (including but not limited to any withholding taxes, transfer taxes, stamp duties and other
governmental or self-regulatory agency-related charges or duties);

         (ix) all costs and expenses incurred in attempting to protect and enhance the value of a Fund investment
(including any fees and expenses associated with any pending or threatened litigation, audit, investigation,
administrative or other proceeding, as well as any settlement costs);

         (x) any fees and expenses related to a Client’s liquidation, if applicable;

         (xi) fees paid to proxy and securities class action advisory firms;

         (xii) directors’ fees and expenses;

         (xiii) other reasonable expenses related to the purchase, sale, preservation or transmittal of assets; and

         (xiv) any extraordinary expenses (e.g., indemnification expenses).

In certain instances, but in all cases consistent with the applicable Governing Documents, Torreyana may bear certain
specified categories and amounts of Client expenses out of fees it would otherwise earn in respect of the applicable
Client.

Unless otherwise disclosed in the Governing Documents, neither the Firm nor any of its supervised persons accepts
compensation for the sale of securities or other investment products.

Item 7. Types of Clients

Torreyana expects to provide investment advisory services to a range of Client types, including institutions,
affluent individuals/families, and pooled investment vehicles. While the Firm will not impose a uniform
minimum requirement for opening or maintaining an account, the exact terms and conditions of each
engagement are described in the Governing Documents.