Banyan Equity Management LLC

Item 5: Fees and Compensation

Pursuant to the investment management agreements with our Clients, we receive an
“Expense Draw” from each Client, paid monthly in advance based on the closing net
asset value of the applicable account at the end of the preceding month. The specific
arrangements applicable to each Client account in this respect are governed by the
applicable investment management agreement between Banyan and the Client.

Our performance fees are generally computed annually (or upon a Client account
termination) and are subject to a “loss recovery” principle. In other words, the
performance fee is calculated only on the amount by which net capital appreciation
of a Client's account (taking into account both realized and unrealized gains and
losses) exceeds that investor’s “Unrecouped Losses.” Unrecouped Losses, if any, in
the applicable account are losses accrued in prior periods (again, taking into account
both realized and unrealized gain and losses), reduced (but not below zero) by all
profits subsequently accrued in the account in subsequent fiscal periods.

Banyan Equity Management LLC                                         Form ADV Part 2A

Our Clients also pay their own legal, administration, custody, compliance and audit
expenses and, as described further below under "Brokerage Practices," the
brokerage commissions, transaction fees and other related costs and expenses (such
as deferred sales charges, odd-lot differentials, transfer taxes and wire and electronic
fund transfer fees) that we incur on their behalves in connection with managing their
accounts.

Our Clients pay us after having been billed for our services or after having calculated
the amount they owe us subject to our approval.

Item 7: Types of Clients

We deem our Clients to be the separately managed accounts of institutions. While
we do not actively solicit Client accounts, the minimum size we generally will accept
for management in a Separate Account is $20 million.