TR Capital Management LLC

Item 5 – Fees and Compensation

DESCRIPTION OF COMPENSATION AND FEE SCHEDULE

In consideration for advisory services, we generally will receive management fees and performance
allocations. While our fees are described in detail in the applicable offering, governing and/or account
documents, a brief summary of our fees is set forth below.

Funds
With respect to the Funds, we generally are entitled to receive a management fee, payable with respect
to each calendar quarter in advance, equal to between one quarter of one percent (1.0% per annum)
and one quarter of two percent (2.0% per annum) of the net asset value of each investor’s capital
account.
In addition, we generally are entitled to receive an annual performance allocation equal to between 15%
and 20% of each investor’s allocable share of net income subject to a High Water Mark (defined below).

With respect to Optimum Onshore and TR Capital, “Net income” as of a particular date is the amount
equal to realized gains (including any recovery of an unrealized loss from a prior performance period),
unrealized gains, solely with respect to assets that are not considered Level 3 assets, and operating

income, less realized losses, unrealized losses on Level 3 assets (but solely to the extent such
unrealized loss has never been charged or has been charged and recovered in a prior performance
period), and operating expenses.

With respect to Optimum Offshore, “Net Income” in respect of a Sub-Series of Shares as of a particular
date is the amount, if any, by which Cumulative Net Income (defined below) in respect of such Sub-
Series of Shares determined as of such date exceeds the High Water Mark in respect of such Sub-Series
of Shares.

For purposes of the foregoing, “Cumulative Net Income” in respect of a Sub-Series of Shares as of a
particular date is the amount equal to the difference of (1) the aggregate of (i) realized gains, (ii)
unrealized gains, and (iii) aggregate items of operating income, in each case credited to such Sub-Series
of Shares during the entire life of the Fund to and including such date and (2) the aggregate of (i) realized
losses, (ii) unrealized losses, and (iii) aggregate items of operating expenses, in each case charged
against such Sub-Series of Shares during the entire life of the Fund to and including such date.

Optimum Onshore and TR Capital exclude unrealized gains with respect to assets considered Level 3
assets in its Net Income calculation, while Optimum Offshore makes no such distinction.

Advisory Accounts
We generally negotiate fees with respect to Advisory Accounts on a case-by-case basis. We generally
are entitled to receive a management fee, payable with respect to each calendar quarter in advance,
and a semi-annual performance fee between 15% and 20%.

PAYMENT OF FEES FUNDS

Management fees generally are payable by investors quarterly, in advance, as of the first day of each
calendar quarter. Management fees are deducted directly from the capital account of each investor.

Performance allocations are calculated and re-allocated as of the end of each semi-annual period (and
at such other times as may be set forth in any applicable agreements). Performance allocations are
allocated directly from the capital account of each investor to our capital account.
We may elect to reduce the management fee payable by certain investors in our sole discretion.

Advisory Accounts
Management fees are generally payable by investors quarterly, in advance, as of the first business day
of each calendar quarter. Clients are billed for management fees. Performance fees are billed semi-
annually.

OTHER FEES AND EXPENSES

Funds
In addition to management fees and performance allocations, each Fund generally bears all costs and
expenses relating to the Fund’s activities, including, but not limited to, the following: (a) all expenses
incurred in connection with the offering, including but not limited to, documentation of performance
and the admission of investors, (b) all operating expenses of the Fund such as tax preparation fees

(including, without limitation, any such fees related to the preparation of tax returns and Schedule K-
1s), government fees and taxes (or any other governmental charges levied against the Fund),
administrator fees, communications with investors and any ongoing legal, accounting, auditing,
administration, appraisal, bookkeeping, consulting and other professional fees and expenses,
including for litigation, and preparation of the Fund’s financial statements and reports, (c) all Fund
costs, expenses, and charges incurred in connection with the investment and trading activities of the
Fund, (d) professional and other advisory and consulting expenses and travel expenses incurred in
connection with investment due diligence, 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), (e) all fees and other expenses
incurred in connection with the investigation, prosecution, or defense of any claims by or against the
Fund, (f) interest on, and fees and expenses arising out of, all borrowings made by the Fund, (g)
expenses of any meetings of the investors, (h) the costs of any litigation and indemnification relating to
the affairs of the Fund, (i) expenses relating to third party research, publications, data and data services
, including real time pricing and market information and historical pricing and other data, (j) costs of
compliance with applicable laws and regulations of governmental and self-regulatory bodies, including
costs incurred by us or our affiliates in complying with laws and regulations that apply to any such
entities as a result of their services to the Fund and (k) all other reasonable expenses related to the
management and operation of the Fund and/or the purchase, sale or disposition of the limited liability
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Item 7 – Types of Clients

We currently provide investment advisory services to private investment funds and managed accounts.
We may in the future provide investment advice to other types of clients.

ACCOUNT REQUIREMENTS

Funds
The minimum initial capital contribution generally required for an investor in the Funds is $500,000.
Nevertheless, capital contributions of lesser amounts may be accepted in our discretion.

Each investor in the Funds is required to represent that it (among other things) is an “accredited
investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as
amended (the “Securities Act”), a “qualified client” as such term is defined in Rule 205-3 under the
Investment Advisers Act of 1940, as amended (the “Advisers Act”), and has sufficient financial
knowledge and experience to be capable of evaluating the risks and merits of an investment in the
applicable Fund.

Advisory Accounts
Among other things, Advisory Accounts are required to sign investment management agreements that,
among other things, set forth the nature and scope of our investment management authority and the
investment objectives, guidelines and restrictions applicable to the management of the Advisory
Accounts. In addition, Advisory Accounts generally must meet certain net worth, net asset and/or other
eligibility requirements imposed by various securities and commodities laws.