Archon Capital Management LLC

ITEM 5 – Fees and Compensation

Each Fund pays Archon an investment management fee based on the value of an Investor’s
assets invested in a Fund, ranging from 1.0% to 1.5% per annum (the "Management Fee").
The Management Fees are paid to Archon each month in advance based on the total market
value of the assets in the Fund (including net unrealized appreciation or depreciation of
investments and cash, cash equivalents and accrued interest) on the first day of the month.
The Management Fee will be charged beginning as of the effective date of the investment
management agreement or the date of an Investor’s subscription to a Fund. Management
fees will be prorated for investments made, or managed accounts established, other than on
the first day of a month. The Management Fee will cease to be charged once the applicable
management agreement is terminated or a withdrawal or redemption is made by an Investor
from a Fund. The Management Fee will be prorated for the number of days during the month
in which the investment management agreement was in effect, or an Investor was invested
in the Fund (if an Investor withdraws or redeems from a Fund other than at the end of the
month).

Archon is permitted to agree with any Investor to apply a different Management Fee and can
negotiate the amount of Management Fees applicable to any separately managed account it
establishes in the future. In this regard, Archon has waived the Management Fees applicable
to certain Investors, such as employees and their related parties (e.g., employee spouses and
trusts or other investment vehicles for the benefit of employees and their family members).

Archon deducts the Management Fee from each Fund monthly by instructing the Fund’s
administrator to deduct the Management Fee from the Funds' accounts.

Funds are required to pay Archon’s Management Fees in advance. Pre-paid fees will be
refunded based on the number of days remaining in the month if an Investor withdraws or
redeems from a Fund other than at the end of a month or if the Fund’s investment
management agreement is terminated before the end of a month.

In addition to the Management Fee, Archon is allocated an annual performance-based
allocation, which is compensation that is based on a share of capital appreciation of the
assets of a Fund. This compensation rate is 20% of net profits and is subject to a loss
carryforward provision.

Archon is permitted to agree with any Investor to apply a different performance-based
allocation and can negotiate the amount of any performance-based fee applicable to any
separately managed account it establishes in the future. In this regard, Archon has waived
the performance-based allocation rate applicable to certain Investors, such as employees

and their related parties (e.g., employee spouses and trusts or other investment vehicles for
the benefit of employees and their family members).

In addition to the Management Fee and performance-based allocation, Funds (and thus
Investors in the Funds), will also be responsible for all of a Fund’s direct operating expenses
in accordance with a Fund’s offering memorandum and/or governing documents or any
applicable investment management agreement. These operating expenses, include, but are
not limited to, fees and expenses of any third-party administrator, brokerage commissions
and fees and expenses attributable to trade order and portfolio management systems (e.g.,
subscription fees for Bloomberg access, software used for trade capture and portfolio
management, and other similar expenses), interest on margin and other borrowings,
borrowing charges on securities sold short, custodial fees, legal, research, accounting and
audit fees and expenses, market-data fees, tax-preparation fees, governmental fees and taxes,
bookkeeping and other professional fees, travel related to investment activities, costs of
reporting, costs of governance activities (such as fees for directors and obtaining consents
(if and when necessary)), expenses of regulatory compliance including filings and reporting
(including but not limited to Form PF, Form N-PX, federal, state and non-US security filings,
Section 13 and Section 16 filings) to the extent they are in connection with, relate to or derive
from a Fund or its investment activities, insurance costs (including a portion of directors and
officers insurance, errors and omissions insurance and other similar policies covering
Archon) and all other reasonable expenses related to the management and operation of each
Fund and/or the purchase, sale or transmittal of assets, as Archon determines in its sole
discretion. Fund assets are invested in money market mutual funds, ETFs or other registered
investment companies. In these cases, the Fund will bear its pro rata share of the investment
management fee and other fees and expenses of these investments, which are in addition to
the Management Fee and performance-based allocation paid and allocated to Archon.

The allocation of expenses by Archon between it and any Fund and among the Funds
represents a conflict of interest for Archon. Archon maintains compliance policies with
respect to expense allocations designed to address this conflict. Archon’s policy is to allocate
expenses (between it and any Fund, if applicable, and among the Funds) in a fair and
equitable manner, consistent with its fiduciary obligations and the governing documents of
the Funds. Expenses incurred on behalf of more than one Fund will be allocated among such
Funds as fairly as possible, which generally includes a pro rata allocation based on the assets
under management of each such Fund, unless another method of allocation is deemed more
appropriate by Archon in its discretion. To the extent that the governing documents do not
expressly provide for a method of allocation, or to the extent that an invoice does not relate
to a specific Fund, Archon will typically allocate expenses among the Funds pro rata based
...

ITEM 7 – Types of Clients

Archon's clients consist of the Funds, which are pooled investment vehicles operating as
private investment funds. The Funds are not registered or required to be registered under
the Investment Company Act of 1940, as amended (“Investment Company Act”), are not
made available to the general public, the Funds’ securities are not registered or required to
be registered under the Securities Act of 1933, as amended (“Securities Act”), and Fund
interests are privately placed to qualified Investors in the United States and elsewhere. As
further described in a Fund’s offering memorandum, Investors in the Funds are generally
required to meet certain eligibility criteria to be able to invest, including being an “Accredited
Investor,” within the meaning of Regulation D under the Securities Act, a “Qualified Client”
in accordance with Rule 205-3 of the Investment Advisers Act of 1940, as amended
(“Advisers Act”), and with respect to certain Funds, a “Qualified Purchaser” as defined in
Section 2(a)(51) of the Investment Company Act. The initial and additional subscription
minimums for Investors are disclosed in the Funds' offering memoranda. Investors in the
Funds include high net worth individuals, fund of funds, private funds, family offices, pension
plans, IRAs, trusts, foundations, endowments corporations and other business entities.