Cacti Asset Management LLC

Item 5-Fees and Compensation

   A. The client can engage Cacti Asset Management to provide on-going discretionary
      investment management services on a negotiable fee-only basis.               Cacti Asset
      Management’s investment management fee is based upon a percentage (%) of the market
      value and type of assets placed under its management, which is generally one percent
      (1.00%) per year. Cacti Asset Management, in its sole discretion, may charge a lesser
      investment management fee based upon certain criteria, including but not limited to:
      anticipated future earning capacity, anticipated future additional assets, dollar amount
      of assets to be managed, related accounts, account composition, and negotiations with
      the client.

   B. Clients may elect to have Cacti Asset Management’s investment management fee
      deducted from their custodial account. Both Cacti Asset Management’s Investment
      Advisory Agreement and the custodial/clearing agreement may authorize the custodian
      to debit the account for the amount of Cacti Asset Management's investment advisory fee
      and to directly remit that management fee to Cacti Asset Management in compliance
      with regulatory procedures. In the limited event that Cacti Asset Management bills the
      client directly, payment is due upon receipt of Cacti Asset Management’s invoice.

   C. As discussed below, unless the client directs otherwise or an individual client’s
      circumstances require, Cacti Asset Management will generally recommend that the client
      select U.S. Bank Institutional Trust & Company (“US Bank”) or Pershing, LLC
      (“Pershing”), to act as the broker-dealer/custodian for the client’s investment
      management assets.

       Broker-dealers may charge brokerage commissions and/or transaction fees for effecting
       certain securities transactions (i.e., transaction fees are charged for certain no-load
       mutual funds). In addition to Cacti Asset Management’s investment management fee,
       brokerage commissions and/or transaction fees, clients will also incur, relative to all
       mutual fund and exchange traded fund purchases, charges imposed at the fund level and
       disclosed in the applicable prospectus (e.g., management fees and other fund expenses).

       The types of securities for which transaction fees, commissions, and/or other type fees
       (as well as the amount of those fees) shall differ depending upon the broker-
       dealer/custodian. While certain custodians, including Pershing, generally (with the
       potential exception for large orders) do not currently charge fees on individual equity
       transactions (including ETFs), others do. There can be no assurance that Pershing will
       not change their transaction fee pricing in the future. Pershing may also assess fees to

ADV Part 2A, Firm Brochure                                                                   7

Cacti Asset Management, LLC

       clients who elect to receive trade confirmations and account statements by regular mail
       rather than electronically.

       The fees charged by the applicable broker-dealer/custodian, and the charges imposed at
       the fund level, are in addition to Cacti Asset Management’s investment advisory fees
       referenced in this Item 5.

   D. Cacti Asset Management’s annual investment management fee shall be prorated and
      paid quarterly, in arrears, based upon the market value of the assets under management
      on the last business day of the previous quarter.

   E. Neither Cacti Asset Management, nor its representatives accept compensation from the
      sale of securities or other investment products.

Item 7-Types of Clients

       Except with respect to the Private Fund, Cacti Asset Management’s clients generally
       include high net worth individuals, foundations and trusts, reinsurance companies, and
       other Registered Investment Advisors.

       Cacti Asset Management generally requires a minimum asset level of $1,000,000 for
       investment management services, which it may reduce or waive in its sole discretion
       based upon certain criteria.