Aria Partners GP LLC

Item 5 – Fees and Compensation

Aria receives a management fee from the Domestic Funds and the Foreign Fund
at annual rates between 1-1.5% of each investor's assets under management,
which is payable quarterly in arrears based on assets under management at the
end of each calendar quarter and, during the first 60 months of operation of the

Domestic Funds and the Foreign Fund, $400 per month from each of them. Aria
may waive all or a portion of these fees with respect to any investor.

Fees based on performance will meet all requirements specified in Rule 205-3
under the Investment Advisers Act of 1940, as amended, and in Section 260.234
of the Rules of the California Department of Corporations. The expenses of the
Domestic Funds and the Foreign Fund, including Aria's performance allocation,
may be higher than those of other investment vehicles. In addition, such
performance-based compensation arrangements may create an incentive for
Aria to make investments that are riskier or more speculative than would
otherwise be the case.

Item 7 – Types of Clients

Aria acts as general partner of the Domestic Funds and investment manager of
the Foreign Fund. From time to time, Aria may act as subadviser to other
investment advisers.