True Partner Capital USA Holding Inc

Item 5 – Fees and Compensation

       A. Describe how you are compensated for your advisory services. Provide your fee schedule.
          Disclose whether the fees are negotiable.

In consideration for discretionary investment advisory and management services to Clients, the Firm and
its affiliates would negotiate a monthly management fee (the “Management Fee”) which for pooled
investment vehicle Clients would be based on each investor’s share of the net asset value. The Management
Fee would be calculated and payable monthly, in arrears, as of the last calendar day of each calendar month,
prorated for partial periods and calculated prior to the accrual of the Performance Allocation, as defined and
discussed in Item 6. below.

    All Performance Allocations to Clients would be subject to a loss carryforward (sometimes referred to as a
    “high water mark”) and for pooled investment vehicle Clients, this would be applied to each investor.

       B. Describe whether you deduct fees from clients’ assets or bill clients for fees incurred. If
          clients may select either method, disclose this fact. Explain how often you bill clients or
          deduct your fees.

    To the extent the Firm or its affiliates had the responsibility or authority over fee billing procedures,
    the Client’s Management Fees would be billed monthly, in arrears, as of the last calendar day of each
    calendar month. The Client’s Performance Allocations would be billed and payable quarterly, in arrears.

       C. Describe any other types of fees or expenses clients may pay in connection with your
          advisory services, such as custodian fees or mutual fund expenses. Disclose that clients will
          incur brokerage and other transaction costs, and direct clients to the section(s) of your
          brochure that discuss brokerage.

    To the extent the Firm or its affiliates had the responsibility for the structure and terms of the pooled
    investment vehicle Client, the following expenses would be assigned to the Client: tax preparation fees,
    governmental and regulatory fees and taxes, fees to the administrator, ongoing legal, accounting, auditing,
    bookkeeping, and other professional fees and expenses, possible including an allocated amount of the
    professional liability insurance premiums for the Firm and its affiliates; trading and investment-related costs
    and expenses (e.g., futures commission merchant charges, brokerage commissions, margin interest, expenses
    related to short sales, custodial fees and clearing and settlement charges, as applicable); to the extent
    applicable, external data services and software; and possible costs and expenses incurred in connection with
    the dissolution, winding-up, or termination of the pooled investment vehicle Client

       D. If your clients either may or must pay your fees in advance, disclose this fact. Explain
          how a client may obtain a refund of a pre-paid fee if the advisory contract is terminated
          before the end of the billing period. Explain how you will determine the amount of the
          refund.
    As mentioned above, all fees would be paid in arrears.

        E. If you or any of your supervised persons accepts compensation for the sale of securities
           or other investment products, including asset-based sales charges or service fees from
           the sale of mutual funds, disclose this fact andrespond to Items 5.E.1, 5.E.2, 5.E.3 and
           5.E.4.
    Not applicable.

Item 7 – Types of Clients

    Describe the types of clients to whom you generally provide investment advice, such as
    individuals, trusts, investment companies, or pension plans. If you have any requirements for
    opening or maintaining an account, such as a minimum account size, disclose the
    requirements.

    The Firm and its affiliates offer discretionary investment advice and management services to pooled
    investment vehicle and SMA Clients. The Firm and its affiliates would provide investment advice and
    management services directly to the pooled investment vehicle Client, not to the individual investors in
    such. The governing documents and subscription documents would provide the eligibility criteria and
    minimum investment requirements.