Cannell Capital LLC

Item 5: Fees and Compensation

In general, for providing investment management services to a Fund, Cannell Capital
receives management fees calculated at an annual rate of 1.0% to 2.0% of the Fund’s net
asset value. The management fee will be directly debited from the Fund’s account. Investors
in each Fund will bear the management fee in proportion to their interest in the Fund. The
management fee is paid in monthly installments, in arrears, on the first business day of each
month, and will be calculated based on the Fund’s net asset value as the close of the last
business day of the immediately preceding month (after taking into account any redemptions
on that day). The offering documents of each Fund will provide additional details regarding
the Fund’s management fee. Under certain circumstances, Cannell Capital’s fees are
negotiable. Additionally, Cannell Capital retains the right to waive fees in whole or in part at
the Firm’s sole discretion.

Separate accounts managed by Cannell Capital may pay a management fee and/or a
performance fee; any such fees are detailed in the investment management agreement
negotiated between Cannell Capital and the client.

Client accounts initiated or terminated during a month will be charged a prorated fee. Upon
termination of any account, any prepaid, unearned fees will be promptly refunded to the
client, and any earned, unpaid fees will be promptly due and payable to Cannell Capital.

Additional Fees and Expenses
In addition to the investment management fees charged by Cannell Capital, clients will incur
brokerage commissions, transaction fees, and other costs and expenses related to the
investment activities of their account. For instance, clients can incur charges imposed by
custodians, brokers, and other third parties, including custodial fees, wire transfer and
electronic fund fees, transfer taxes and other fees, expenses, and taxes. More detailed
information about the types of fees and/or expenses that a particular client can pay in
connection with the advisory services that Cannell Capital provides is contained in the
relevant agreement between Cannell Capital and the relevant client, as well as in the offering
documents provided to Fund investors. Please see Item 6 for additional information
regarding the Firm’s fees. In addition, please see Item 12 for a further discussion of the
brokerage and other transaction costs that clients pay. Lower fees for comparable services
are available from other firms.

                       Part 2 of Form ADV: Cannell Capital Brochure
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