BRB Finanz USA LLC

Item 5: Fees and Compensation

A. Fee Schedule

Portfolio Management Fees

        Total Assets Under Management             Annual Fees
        $500,000 - $1,000,000                     1.50%

        $1,000,000 - $2,000,000                   1.25%

        $2,000,000 - AND UP                       1.00%

The advisory fee is calculated using the value of the assets in the Account on the last
business day of the prior billing period.

These fees are generally negotiable, and the final fee schedule will be memorialized in the
client’s advisory agreement. Clients may terminate the agreement without penalty for a
full refund of BRB FINANZ USA's fees within five business days of signing the

Investment Advisory Contract. Thereafter, clients may terminate the Investment
Advisory Contract generally with 7 days' written notice.

BRB FINANZ USA provides sub-advisory and management services to related and
unrelated pooled investment vehicles. The advisory fees that BRB FINANZ USA receives
for providing those services are set forth in the agreement between BRB FINANZ USA
and each individual Fund.

Selection of Other Advisers Fees

BRB FINANZ USA will be compensated via a fee share from the advisers to which it
directs those clients. This relationship will be memorialized in each contract between BRB
FINANZ USA and each third-party adviser. The fees shared will not exceed any limit
imposed by any regulatory agency.

BRB FINANZ USA may direct clients to Morgan Stanley. The annual fee schedule is as
follows:

    Total Assets Under       BRB FINANZ          Third Party’s
                                                                     Total Fee
    Management               USA’s Fee           Fee
    $1,000,000 - AND UP      40.00%              60.00%              1.50%

The advisory fee is calculated using the value of the assets in the Account on the last
business day of the prior billing period.

These fees are negotiable.

B. Payment of Fees

Payment of Portfolio Management Fees

Asset-based portfolio management fees are withdrawn directly from the client's accounts
with client's written authorization on a monthly basis or may be invoiced and billed
directly to the client on a monthly basis. Clients may select the method in which they are
billed. Fees are paid in arrears.

Payment of Selection of Other Advisers Fees

Fees for selection of Morgan Stanley as third-party adviser are withdrawn directly from
the client's accounts with client's written authorization. Fees are paid monthly in arrears.

C. Client Responsibility For Third Party Fees

Clients are responsible for the payment of all third-party fees (i.e., custodian fees,
brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and

       distinct from the fees and expenses charged by BRB FINANZ USA. Please see Item 12 of
       this brochure regarding broker-dealer/custodian.

       D. Prepayment of Fees

       BRB FINANZ USA collects fees in arrears. Refunds for fees paid in advance will be
       returned within fourteen days to the client via check or return deposit back into the client’s
       account.

       Morgan Stanley collects its fees in arrears.

       For all asset-based fees, if paid in advance, the fee refunded will be equal to the balance
       of the fees collected in advance minus the daily rate* times the number of days elapsed in
       the billing period up to and including the day of termination. (*The daily rate is calculated
       by dividing the annual asset-based fee by 365.)

       E. Outside Compensation For the Sale of Securities to Clients

       Neither BRB FINANZ USA nor its supervised persons accept any compensation for the
       sale of investment products, including asset-based sales charges or service fees from the
       sale of mutual funds.

Item 7: Types of Clients

BRB FINANZ USA generally provides advisory services to the following types of clients:

       ❖      Individuals
       ❖      High-Net-Worth Individuals
       ❖      Corporations or Business Entities
       ❖      Pooled Investment Vehicles

There is an account minimum of $500,000, which may be waived by BRB FINANZ USA in its
discretion.