Worthington Capital Management LLC

Item 5 – Fees and Compensation

The following paragraphs detail the fee structure and compensation methodology for services provided by the
Advisor. Each client engaging the Advisor for services described herein shall be required to enter into a written
agreement with the Advisor.

Private Fund Advisor Services
As the investment manager to the Funds, the Advisor receives a management fee. Paid monthly, the management fee
is generally up to 1.25% of the value of the net assets of each Investor’s capital account. Management fees are deducted
from the Funds’ assets and are prorated for any investment period that is less than a full calendar month. The Advisor
(or an affiliate or designee thereof) will also receive incentive-based compensation up to 15% of the Funds’ net profits
per annum.

The management fee and incentive allocation may be waived, reduced or calculated differently with respect to any Fund
shares, including, without limitation, shares corresponding to the shares of shareholders that are members,
shareholders, partners, affiliates or employees of the Advisor, members of the immediate families of such persons and
trusts or other entities for their benefit; provided, that no reduction, waiver or amendment to the method of calculation
may be agreed to without the consent of Worthington. For more detailed information on the fees and compensation
received by the Advisor, please refer to the respective Fund’s Offering Documents.

Other Fees and Expenses
The Funds invest all of the investable assets in the Master Fund and, as such, will bear its own expenses, but will
also be allocated a proportionate share of the Master Fund’s gains, losses and expenses based on its Master Fund
interest.

These expenses include, among other things:

    (i)     the Management Fee;
    (ii)    expenses related to the research, due diligence and monitoring of actual and prospective investments
            (whether or not consummated) and the consummation of such investments, including the following: third-
            party investment sourcing fees; due diligence expenses, including consulting and appraisal fees;
            investment-related travel expenses; brokerage and prime brokerage fees, commissions and expenses;
            expenses relating to short sales; clearing and settlement charges; custodial fees and expenses; bank
            service fees; interest expenses and fees related to financings or refinancings; fees and expenses of
            proxy research and voting services;
    (iii)   organizational and reorganizational expenses; and
    (iv)    operational expenses, which are detailed in the Offering Documents of the Fund.

If Worthington incurs any of the expenses mentioned above on behalf of the Funds, Worthington will allocate such
expenses among the Funds in proportion to the size of the investment made by each in the activity or to the entity to
which the expense relates, or in such other manner as Worthington considers fair and reasonable.

Worthington may agree to cap Fund expenses pursuant to specified thresholds and the Funds’ assets under
management. Any communication sent by Worthington to its Investors in the Funds, regarding this expense cap,
supersedes this statement entirely. For more detailed information on the Funds’ expenses, please refer to the
respective Fund’s Offering Documents.

Item 7 – Types of Clients

Worthington offers investment advisory services to pooled investment vehicles. The Funds’ Offering Documents
provide the eligibility criteria and minimum investment requirements.

In general, each Investor in the Funds must be a “qualified purchaser” as defined in Section 2(a)(51) of the Advisers
Act. Although the Funds’ Boards of Directors have the authority to accept subscriptions of a lesser amount, the
required minimum initial investment in the Funds is generally US $250,000.