CG Management Partners LP

Item 5 – Fees and Compensation

Compensation is negotiable and varies, but typically consists of the following
components. First we charge an annual fee of up to 2% of assets under management,
which amount is payable in quarterly installments at the beginning of each calendar
quarter based on the net market value of the client’s account on the date the fee
accrues and becomes payable. Second, we typically receive from each individually
managed account a performance fee of up to 20% of net profits of the account
(including both realized and unrealized gains and losses). In some cases, individual
accounts are charged a performance fee only on net profits of the account (including
both realized and unrealized gains and losses) that exceed a specified hurdle rate. We
also are allocated from each limited partner in an investment limited partnership a
performance allocation of up to 20% of net profits (including both realized and
unrealized gains and losses) otherwise allocable to that limited partner. Performance
fees and performance allocations are assessed in arrears on an annual basis and are
only applied to profits that exceed the cumulative losses previously incurred by or
allocated to the respective clients and if applicable, a specified hurdle rate.
Performance based fees will only be charged in accordance with the provisions of CCR
Section 260.234. Client accounts that invest in mutual funds will also pay, indirectly,
investment advisory fees to the managers of those mutual funds. We believe that our
fees are competitive with fees charges by other investment advisers for comparable
services. Comparable services may be available, however, from other sources for
lower fees than those charged by C.G. Management.

We generally require a minimum of $500,000 to open and individually managed
account, but reserve the right to waive this minimum. Limited partners in our investment
partnership clients are required to invest a minimum of $500,000, but the general
partner of such partnerships reserves the rights to waive the minimum.

Except as may be negotiated otherwise in particular cases, a client may terminate an
individually managed account by giving 90 days’ notice. Relationships with the
investment partnership clients are terminable on expiration of the term of the
partnership or dissolution of the partnership pursuant to the terms of its partnership
agreement or on the withdrawal as a general partner of that partnership, and each
limited partner is able to withdraw from a partnership, on specified prior written notice,
on any December 31 that occurs on or after the day preceding the first anniversary of
that limited partner’s admission to the partnership. In all cases, expenses, the pro rata
portion of the annual fee and the performance fee or allocation through the date of
termination are charged to the client. All prepaid but unearned advisory fees are
refunded to the client on termination on an account.

C.G. Management Partners, LP        SEC#801-65391 | CRD#124474                       Page 5

Item 7 – Types of Clients

C.G. Management Partners generally requires a minimum of $500,000 for limited
partners investing in investment partnerships. The minimum may be waived at our
discretion. We generally require such limited partners to have a net worth that exceeds
$1,000,000 or to invest at least $750,000 in the investment partnership and to make
representations concerning their sophistication as investors and their ability to bear the
risk of loss of their entire investment under our management.

C.G. Management Partners, LP        SEC#801-65391 | CRD#124474                      Page 7