Investment Manager's Fees

The Fund shall pay the Investment Manager a management fee (“Management Fee”), which is equal to 1.5 percent per annum calculated as at the Valuation Point of the relevant Valuation Day and payable monthly in arrears.

Performance Fee

The Investment Manager will also be entitled to receive a performance fee (“Performance Fee”) from the Fund calculated on a share-by-share basis so that each Participating Share is charged a Performance Fee which equates precisely with that Participating Share’s performance. This method of calculation ensures that (i) any Performance Fee paid to the Investment Manager is charged only to those Participating Shares which have appreciated in value above the High Water Mark (defined below), (ii) all holders of Participating Shares have the same amount of capital per Participating Share at risk in the Fund, and (iii) all Participating Shares have the same Net Asset Value per Participating Share.

A “Performance Period” for each Participating Share is a period commencing on the initial date the Participating Share is issued and ending at the close of business on the first to occur of (1) and (2) below, and thereafter, is each period commencing as of the day following the last day of the preceding performance period for the Participating Shares and ending as of the close of business on the next to occur of (1) each calendar quarter end or (2) the applicable valuation date the Participating Share is redeemed.

For each Performance Period, the Performance Fee in respect of each Participating Share will be equal to 20 percent of the appreciation in the Net Asset Value per Participating Share during that Performance Period above the High Water Mark of that Participating Share. The High Water Mark is the greater of the Net Asset Value per Participating Share at the time of issue of that Participating Share and the highest Net Asset Value per Participating Share in respect of which a Performance Fee has been paid at the end of any previous Performance Period (if any) during which such Participating Share was in issue. The Performance Fee in respect of each Performance Period will be calculated by reference to the Net Asset Value before deduction for any accrued Performance Fee.

The Performance Fee is payable to the Investment Manager at the calendar quarter end in arrears. However, in the case of Participating Shares redeemed on a day other than the Redemption Day relating to the relevant calendar quarter end, the accrued Performance Fee in respect of those Participating Shares is payable within 10 days after the date of redemption.

If the Investment Management Agreement is terminated before the relevant calendar quarter end in any year the Performance Fee in respect of the then Performance Period will be calculated and paid as though the date of termination were the end of the relevant period.