Armor Advisors LLC

Item 5 - Fees and Compensation

              Our fees and compensation with respect to the Funds are described in the advisory contracts
              we enter into with the Funds.

              i.      Armor Capital Partners pays Armor Capital Management (or an affiliate thereof)
                      a quarterly fee, payable in advance on the first business day of each calendar
                      quarter, equal to 0.25% of its net assets (excluding, for the avoidance of doubt, net
                      assets attributable to investors not subject to such fee (as discussed below)) as of
                      the opening of business on the first business day of such calendar quarter.
                      Additionally, subject to a loss carryforward provision, in the event the net profits
                      allocated to the capital account of a limited partner of Armor Capital Partners for
                      the applicable period exceed the amount necessary to generate a 6% noncumulative
                      annualized rate of return on the opening balance of such capital account (such
                      balance, the “Opening Capital Account,” and such rate of return, the “Preferred
                      Return”), Armor Advisors is entitled to a performance reallocation of a portion of
                      such net profits (the “Performance Reallocation”). If applicable, the Performance
                      Reallocation shall equal: (i) 100% of the net profits allocated to the limited
                      partner’s capital account during such period in excess of the Preferred Return and
                      up to the amount necessary to generate a 7.5% noncumulative annualized rate of
                      return on such limited partner’s Opening Capital Account before the Performance
                      Reallocation; plus (ii) 20% of the net profits allocated to the Limited Partner’s
                      capital account during such period in excess of the amount necessary to generate a
                      7.5% noncumulative annualized rate of return before the Performance
                      Reallocation.

              ii.     The Master Fund pays Armor Capital Management a quarterly management fee,
                      payable in advance on the first business day of each calendar quarter, equal to
                      0.25% of the net assets of the Offshore Feeder as of the opening of business on the
                      first business day of such calendar quarter. Additionally, subject to a loss
                      carryforward provision, Armor Advisors (or one of our affiliates), as the holder of
                      certain allocation class shares of the Master Fund, will be allocated an annual
                      incentive allocation by the Master Fund (the “Incentive Allocation”) equal to the
                      sum of: (i) 100% of the net profits (including unrealized gains and losses) allocable
                      to each common share, if any, in excess of a 6% non-cumulative per annum
                      preferred return and up to the amount necessary to generate a 7.5% non-cumulative
                      per annum return, plus (ii) 20% of the net profits (including unrealized gains and
                      losses), if any, allocable to each common share in excess of a 7.5% non-cumulative
                      per annum return.

              The management fees described above are adjusted on a pro rata basis for any
              contributions made during the calendar quarter. In recognition of the services we provide
              before and after each payment date, once paid, such management fees are non-refundable.

              We may, in our discretion, waive all or any portion of these fees and allocations with
              respect to any investor in the Funds, from time to time, without notice to, or the consent
              of, the other investors. Currently, it is our policy not to do so, except: (i) with respect to
              any investors who are our members or employees (or members or employees of our
              affiliates), or who are members of the immediate families of such persons or trusts or other
              entities for their benefit, and (ii) in situations where the payment or allocation of such fees
              or allocations with respect to an investor is not permitted by law.

ARMOR ADVISORS, L.L.C. Form ADV: Part 2A                                                      Page 5

             We may also pay all or a portion of these fees or allocations to any person (which may be
             our affiliate), including, but not limited to, any third party who refers investors to the Funds,
             performs other services for us or the Funds, or that is a strategic investor or partner in or
             with any of such entities.

             For purposes of calculating the quarterly fee or management fee payable by Armor Capital
             Partners and the Master Fund to Armor Capital Management, investments allocated to
             special memorandum accounts or special memorandum classes of shares, as applicable, are
             valued at the lower of cost or fair value. In addition, the Performance Reallocation and the
             Incentive Allocation, as applicable, will be calculated without regard to any profits or
             losses on investments allocated to special memorandum accounts or special memorandum
             classes of shares, as applicable, until such investments are sold or otherwise become liquid
             and freely tradable.

             Our compensation schedule for Armor Qualified is contained in its confidential private
             offering memorandum.

             Our fees and compensation with respect to the SMA are described in our advisory
             agreement with respect to the SMA.
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Item 7 - Types of Clients

We and our related persons provide investment advice to the Funds and the SMA. Investors in the Funds
are generally institutional investors and high net worth individuals that qualify as “accredited investors” (as
defined in Rule 501 under the Securities Act of 1933, as amended), and, for Armor Qualified, as “qualified
purchasers” (as defined under the Investment Company Act of 1940 Act, as amended). The minimum
investment in the Domestic Funds is generally $1 million and the minimum investment in the Offshore
Feeder is generally $500,000, subject in each case to our discretion to accept lesser amounts. Any minimum
investment amount with respect to the SMA is contained in our advisory agreement with respect to the
SMA.