Wingspan Capital LLC

Item 5 - Fees and Compensation

Fees

Below is a discussion of how the Adviser is compensated in connection with providing advisory
services to its Clients. The Adviser may enter into different fee arrangements on a Client by Client
basis.

       Management Fees. For its services to each Fund, the Adviser is entitled to a management fee
       (the “Management Fee”) based on a percentage of assets under management either quarterly
       or annually pursuant to the respective limited partnership agreement. The Management Fee
       will be negotiated with each Fund, but generally ranges from 0.25% to 2%. The Management
       Fee is typically calculated on a quarterly basis and paid each calendar quarter in advance. The
       Management Fee is generally deducted directly from the Fund’s account, but may be billed
       directly in the form of a capital call. In certain instances, at the Adviser’s discretion, the
       Management Fee may be reduced or otherwise waived.

       Performance Fees. In some instances, the Adviser, through the respective Fund’s general
       partner, may be entitled to an annual performance fee equal to a percentage of the total net
       profits of such Fund, subject to a 5% hurdle rate (the “Performance Fee”). The Performance
       Fee is generally deducted directly from the Fund’s account and may be waived or modified
       by the Adviser at its sole discretion.

       Advisory Fees. For its services related to each Separate Account, the Adviser is entitled to an
       advisory fee calculated as a percentage of all allocations of such Separate Account to
       underlying funds chosen by the Adviser (the “Advisory Fee”). The Advisory Fee is payable
       quarterly in arrears and is billed directly to the Separate Account client.

As stated above, fees are generally payable quarterly, with the exception of the Performance Fee
which is paid annually. The Adviser will refund any pre-paid Management Fees by a Client if the
advisory contract with such Client is terminated before the end of the billing period. Management
Fee refunds are calculated on a pro-rata basis for partial periods.

Lower fees for comparable services may be available from other sources. Please see the relevant
Offering Documents and investment management agreements for the respective Clients for detailed
information regarding the fees that may be paid to the Adviser and its affiliates.

As stated in Item 4 above, Wingspan generally invests in other private investment funds
("Underlying Funds") advised by Underlying Managers. In addition to Wingspan's fees noted
above, Wingspan Clients will also be responsible for fees and expenses owed to the Underlying
Managers, including their share of organizational and operating expenses, and management and
performance fees. Details of such fees and expenses are set forth in the Underlying Funds offering
documents. See Section 8 below for more information regarding such layering of fees.

Expenses

Clients may be subject to other third party fees and/or expenses from the Underlying Funds and
Underlying Managers, which may vary based on the amount of assets managed and the types of
investments in the Client’s account. These fees may include certain custodial fees and transaction
fees.

Other expenses that may be owed by the Client include: (i) all investment-related costs and
expenses (i.e., expenses that, in the Adviser’s sole discretion, are related to the investment of the
Client’s assets, whether or not such investments are consummated), expenses relating to
consultants, attorneys, brokers or other professionals or advisors who provide research, advice or
due diligence services with regard to investments; (ii) the Client’s legal, accounting, 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; (iii)
third-party administration, middle and back-office 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);
and (iv) compliance and reporting expenses and expenses attributable to regulatory filings that are
made with respect to the Client (including Form D, Form PF, FATCA, 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).

The Adviser does not maintain any trading accounts and does not use “soft” dollars. Please refer to

Item 7 - Types of Clients

Wingspan provides investment advice and management to private funds and other separately
managed accounts for high-net-worth individuals.

Wingspan intends to restrict the number of investors in its Funds and will offer interests only
through non-public transactions in order to maintain their exclusion from “investment company”
status under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Prospective investors in the Funds must meet eligibility criteria and are subject to certain
withdrawal requirements and limitations. Prospective investors are encouraged to thoroughly
review a Fund’s offering documents, which set forth all of the terms in detail. Though the Clients
generally pursue the same strategy, offering terms may differ. Terms for Separate Accounts are
generally similar to the Funds, but can be negotiated on a case by case basis and may differ from
those of the Funds.

Acceptance of fund and separate account relationships is determined on a case-by-case basis.
Clients may have minimum investment amounts for investors set forth in the governing
documents; however, the Adviser may waive the applicable minimum threshold at its sole
discretion.

The Funds.
Each investor in a Fund generally must be an “accredited investor” (as defined in Regulation D
under the Securities Act of 1933) and must meet other criteria as specified in the offering
documents. There is no minimum initial investment requirement.

Separate Accounts.
Generally, similar terms will apply to Separate Accounts, though such Separate Account Clients
may negotiate terms that differ or are more favorable than those for the Funds.