Aztlan Equity Management LLC

Item 5 - Fees and Compensation
   Private Pooled Investment Vehicles
   For the Aztlan Funds, the investment management fee and all applicable expenses
   are to be paid by the respective Private Fund as outlined in that Private Fund’s
   Offering Documents. Specifically, the Aztlan Private Funds charge a monthly in
   arrears investment management fee of 2.00% per annum of the Net Asset Value of
   the Fund as of the last day of each month, regardless of performance (the
   “Management Fee”). For the purpose of calculating the Management Fee, the Net
   Asset Value is determined before the accrual or deduction of any distributions,
   redemptions or fees payable to the Investment Manager for the applicable period.
   The Fund may issue Series with different fees. Once paid, the Management Fee is
   non-refundable. The Fund may assess a higher or lower Management Fee to certain
   Shareholders (or waive the Management Fee for certain Shareholders) with the
   consent of the Board, the Investment Manager and such Shareholders.
   Shareholders assessed a higher or lower Management Fee will be issued a
   separate Series of Shares.

   Other Fees
   Clients and investors in the Aztlan Private Funds should understand that the fees
   described above do not include certain charges imposed by third parties such as
   custodial fees, charges imposed directly by a mutual fund or ETF in the account,
   which shall be disclosed in the mutual fund’s prospectus (e.g., fund management
   fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer
   taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage
   accounts and securities transactions. Additionally, Clients and investors will incur
   brokerage commissions and transaction fees. Clients should further understand that
   such charges, fees and commissions incurred in connection with transactions for a
   Client’s account will be paid out of the assets in the account and are exclusive of
   and in addition to the fees charged by Aztlan. The Aztlan Private Funds bear all
   expenses which the Private Fund’s general partner reasonably determines to be
   related to the investment of the Private Fund’s assets, such as brokerage fees and
   commissions, expenses relating to clearing and settlement charges, transfer taxes,
   custodial fees (including the fees and expenses of the custodian), valuation
   expenses, bank services fees and interest expenses. The Aztlan Private Funds also
   bear all legal expenses, professional fees (including, without limitation, expenses of
   consultants and experts) relating to start-up expenses, investments, accounting
   expenses, compliance expenses, auditing and tax preparation expenses, and other
   similar expenses related to the Funds. Further detail regarding fees and expenses
   are outlined in each Private Fund’s Offering Documents, which should be read
   completely by investors.

   Separately Managed Accounts
   The Client agrees that, in full consideration for all services to be rendered by Aztlan
   hereunder, Aztlan shall be entitled to an annual fee determined pursuant to the

following schedule based on the market value of the Account, including cash of
1.50% of total Account assets. The resulting amount, divided by twelve, shall be the
amount due Aztlan as compensation for the next monthly period; the minimum annual
fee is $15,000.00. The Client agrees that fees are payable by withdrawals from the
Account. Fees shall be based on the market value of the account on the first business
day of each month and withdrawn on the first business day of each month. The Client
here by authorizes Aztlan to withdraw directly from cash in the Account sufficient
funds to pay such fee. If there are insufficient cash funds in the Account on the first
day of each quarter, the Client hereby authorizes Aztlan to liquidate such securities,
in its sole discretion, to generate cash to pay such fees and it has no duty to pro-rate
the liquidation of securities. If cash and/or securities are added to the Account
between billing periods (i.e., other than at the beginning of any calendar month), a
proportionate fee will be charged on the value added with no rebate allowed for
withdrawals. All fees are payable in advance and are not refundable. Where an
Account is opened on other than the first day of a calendar month, the amount of the
fee for that month shall be prorated based on the number of calendar days of the
month the Account is open.

Other Fees
Aztlan’s fees are to compensate the advisor for his services and are exclusive of
transaction fees, brokerage commissions, custodial fees and other related fees
which may be incurred by the client. The brokerage firm/custodian may charge
transaction fees on purchases or sales of certain mutual funds and exchange
traded funds. The brokerage firm/custodian may also charge a fee for stock and
bond trades.

Item 7 - Types of Clients
    Description
    Aztlan provides discretionary investment management services the Aztlan Private
    Funds, which are pooled investment vehicles. Aztlan also provides discretionary
    investment management services on a continuous basis to individuals, high net
    worth individuals and corporations (“Client”).

    Account Minimums
    The minimum account size for engaging Aztlan investment advisory services
    is $1,000,000. We may waive the minimum at our sole discretion.