WinShore Capital Partners LP

Item 5 - Fees and Compensation

A. Below is a discussion of how the Adviser is compensated in connection with
   providing advisory services to its Clients.

   Management Fees. The Adviser is entitled to a management fee based on a negotiated
   fee schedule detailed in the investment advisory agreement of each Client.

   Performance Fees. The Adviser is entitled to a performance-based fee at the end of
   each twelve-month period. The Performance Fees are negotiated with the Client(s) and
   detailed in the respective investment advisory agreement.

B. Management Fees are invoiced monthly to the Clients based on the terms detailed in
   the respective investment advisory agreement. Performance Fees are calculated and
   invoiced annually in arrears. The Adviser does not directly deduct any fees from the
   Clients.

C. The Clients will incur brokerage and other transaction costs. Item 12 of this brochure
   discusses how the Adviser selects brokers and determines the reasonableness of their
   compensation. The direct expenses borne by Clients are described in more full detail
   in the respective Client’s Offering Documents.

D. Management fees are paid monthly in arrears. If a client account is terminated by the
   Adviser, fees will be computed pro rata from the date of termination. If a client account
   is terminated by the client, the Client must pay any fee owed to the Adviser through the
   end of the notice period..

E. Other than as described above, neither the Adviser nor any of its supervised persons
   receive any compensation from the sale of securities or other investment products.

Item 7 - Types of Clients

The Adviser provides discretionary investment advisory services to the private investment
funds for sophisticated, qualified investors.

Acceptance of Fund and sub-advisory account relationships is determined on a case-by-case
basis.