Cedar Legacy LLC

Item 5.         Fees and Compensation:

                     (A)   Generally: All fees with related to SMA Clients are individually
                           negotiated. Fees applicable to KCM and JCIF are described in the
                           relevant private fund’s PPM. Circumstances considered when
                           negotiating fees may include, without limitation, customary market
                           rates, specialized guidelines, and other performance/incentive fee
                           arrangements with the Client.

                           In general, Clients may pay an annualized asset-based fee ranging
                           between approximately an annualized 0% to 2% based on the Client
                           account’s assets under management (“Management Fee”), see Item
                           5(B). The Management Fee will be calculated and payable to the Firm
                           quarterly, in advance, as of the first day of each quarter. Asset based
                           fees shall be calculated based on all of the applicable assets under
                           management, including any margin balances.

                           A pro rata Management Fee will be charged to SMA Clients on any
                           amounts accepted during a quarter. The Firm, in its sole discretion,
                           may waive or reduce the Management Fee for any period of time, or
                           agree to apply a different Management Fee for any Client (all such
                           arrangements in the form of a rebate or otherwise).

                           A full description of the entire fee arrangement will be disclosed to the
                           Client in such Client’s IMA or PPM, as applicable. Fees may be
                           deducted directly from a Client’s account, if so authorized by Client,
                           and as specified in the relevant IMA or PPM, as applicable.

                           If the IMA is executed at any time other than the first day of a calendar
                           quarter, our fees will apply on a pro rata basis, which means that the
                           advisory fee is payable in proportion to the number of days in the
                           quarter for which you are a client.

                           At our discretion, we may combine the SMA account values of family
                           members, who are also SMA Clients of the Firm, living in the same
                           household to determine the applicable Management Fee. For example,
                           we may combine account values for you and your minor children, joint
                           accounts with your spouse, and other types of related accounts.
                           Combining account values may increase the asset total, which may
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                           result in your paying a reduced Management Fee based on the
                           available breakpoints, if any.

                           With respect to SMA Clients, fees charged by the Firm are separate
                           and distinct from fees and expenses charged by mutual funds or money
                           market funds which may also be recommended to Clients. A
                           description of these fees and expenses are available in each mutual
                           fund’s or money market fund’s prospectus.

                     (B)   Payment of Fees:

                           Management Fees: The Firm generally charges Management Fees
                           that are calculated and payable to the Firm quarterly, in advance, as of
                           the first day of each quarter. Specifically, Management Fees are
                           calculated based on the assets of each Client account managed by Firm
                           as reflected on brokerage statements from the Client’s custodian or
                           third-party administrator as of the last day of the preceding quarter.
                           Management Fees are typically deducted from Client accounts by such
                           Client’s custodian or third-party administrator. SMA Client’s may be
                           billed directly by the Firm, as an alternative, upon such SMA Client’s
                           request.

                           Performance Fees: The Firm currently charges performance related
                           compensation solely with respect to KCM. KCM charges performance
                           related compensation on an annual basis equal to 10% of KCM’s net
                           income (inclusive of realized and unrealized gains, net of the
                           Management Fee)(the “Performance Allocation”). The Firm may
                           charge performance related compensation to other Client accounts in
                           the future.

                           Additional Fees and Expenses: Any program involving investment in
                           an operating company, outside money managers, un-affiliated private
                           funds and/or mutual funds involves additional fees. Such investments
                           may also result in higher fees or commissions. Accordingly, such
                           higher fees or commissions may not be suitable for certain Clients. For
                           example, SMA Clients may incur brokerage and other transaction
                           costs. Clients should review carefully Item 12, which discusses
                           conflicts of interest related to brokerage practices. Brokerage
                           commissions and/or transaction ticket fees charged by the SMA
...

Item 7. Types of Clients: The Firm offers tailored investment advisory services to
                       Clients, which may involve discretionary and/or non- discretionary
                       advice.

                           The Firm will seek to obtain from its SMA Clients a full, clear and
                           complete understanding of such Client’s current financial situation,
                           financial holdings, investment objectives, risk tolerance, and
                           investment needs and wants. Each SMA Client is responsible for the
                           accuracy and adequacy of information, records, and data provided to
                           the Firm.

                           The Firm may also combine SMA Client account values for you and
                           your minor children, joint accounts with your spouse, and other types
                           of related accounts to meet the stated minimum.