2281329 Ontario Inc

Item 5      Fees and Compensation
A. Advisory Fees
  ONTARIO compensates ONTARIO in the form of management fees (the
  “Management Fee”) for rendering advisory services to the Funds. ONTARIO receives
  performance-based fees (the, “Performance Allocation”) derived from each
  Partner’s/Shareholder’s share of net profits and additional details regarding the
  compensation terms are as follows:
  (a) Management Fees
  ONTARIO’s management fee is equal to 1/12th of 1.8% (per annum) of the beginning
  capital account value of each limited partner/shareholder, prior to any withdrawals
  or distributions.
  (b) Performance-Based Fees
  ONTARIO receives a performance profit allocation in an amount equal to twenty
  percent (20%) of each Partner’s/Shareholder’s share of the Funds’ Net Profits. Such
  Performance Allocation shall be subject to a loss carry-forward provision (“High
  Water Mark”) so that no Performance Allocation will be deducted from any
  Partner’s/Shareholder’s Capital Account until prior losses allocated to such
  Partner/Shareholder have been recouped.
B. Billing Procedures
  (a) Management Fees

  ONTARIO’s fee for management of the Funds is paid monthly in advance. The
  Management Fee will be appropriately prorated to reflect any capital withdrawals
  and contributions which occur during a calendar month. ONTARIO may, in its sole
  discretion, reduce, waive, or calculate differently the Management Fee with respect
  to any Limited Partner/Shareholder, including, without limitation, Limited
  Partners/Shareholders that are members, affiliates, or employees of ONTARIO,
  members of the immediate families of such persons and trusts or other entities for
  their benefit.
  (b) Performance-Based Fees
  The Performance Allocation is payable to ONTARIO generally after the end of each
  calendar year; provided, however, Performance Allocations may be made at any
  time, in the sole discretion of ONTARIO, for any Limited Partner/Shareholder who
  makes a substantial withdrawal. ONTARIO reserves the right, in its sole discretion,
  to reduce, waive, or defer the Performance Allocation with respect to any Limited
  Partnership Interest/Shareholder Shares.
C. Other Fees and Expenses
  There may be additional fees or charges that result from the maintenance of or
  trading within your account. These fees are imposed by third parties in connection
  with investments made through the your account, including but not limited to, no-
  load mutual fund 12(b)-1 distribution fees, certain deferred sales charges on
  previously purchased mutual funds, IRA and Qualified Retirement Plan fees, and
  also acquired fund fees and expenses.
D. Refund Policy
  ONTARIO does not have a refund policy.
E. Other Compensation
  ONTARIO does not accept any compensation other than Management Fees and the
  Performance Allocation Fees as heretofore described.

Item 7       Types of Clients
A. Types of Clients
   ONTARIO has no clients other than the Funds and, at this time, does not offer any
   services to any other person.
B. Conditions for Account Management
   The minimum initial capital contribution for the Domestic Fund is $250,000. The
   minimum initial capital contribution for the Offshore Fund is $250,000. ONTARIO
   reserves the right to reduce the minimum initial capital contribution and to accept
   subscriptions for lesser amounts.