Cicero Capital Partners LLC

Item 5 - Fees and Compensation

A. Fee Schedule

   Cicero will generally charge an annual management fee not to exceed two percent (2%) of a client’s
   assets under management and/or a fixed annual fee starting at $15,000.

                                                                                                     CICERO

    Cicero’s affiliates, Cicero Capital Investments, LLC (“CCI”) and Cicero Strategic Alpha GP, LLC
    (“CSA”), will receive annual incentive compensation equal to 20% of the net capital appreciation
    from the Private Funds for which they serve as the General Partner. The incentive compensation is
    payable at the end of each Private Fund’s fiscal year, subject to a high-water mark (if applicable), and
    may be reduced or waived at the discretion of CCI or CSA.

    Management Fees charged by Cicero are established in the offering documents for each Private Fund,
    the prospectus of the Mutual Fund, or a client’s investment advisory agreement with Cicero.

B. Fee Billing

    Cicero’s management fees are generally billed and paid monthly or quarterly in arrears and are
    prorated for partial periods. Management Fees may be reduced or waived at the discretion of Cicero.

    Fees are negotiable.

C. Other Fees

    In addition to investment management fees, investors may incur additional expenses which include
    but are not limited to accounting, auditing and third party fund administrator fees. Custodians may
    charge transaction fees on purchases or sales of certain mutual funds, futures, options and exchange-
    traded funds. These transaction charges are usually small and incidental to the purchase or sale of a
    security. The selection of the security is more important than the nominal fee that the custodian
    charges to buy or sell the security.

D. Prepaid Fees

    Investment management fees are billed monthly or quarterly, in arrears, meaning that clients are
    invoiced after the billing period has ended.

    A client may terminate an advisory agreement at any time by notifying Cicero in writing and paying
    any earned fees. If the client has made an advance payment, Cicero will refund any unearned portion
    of the advance payment. Cicero may terminate an advisory agreement at any time by notifying the
    client in writing. If an advance payment has been made, Cicero will refund any unearned portion of
    the advance payment.

E. Compensation for the Sale of Securities or Other Investment Products

    Neither Cicero nor any of its supervised persons receive compensation for the sale of securities or
    other investment products, including asset-based sales charges or service fees from the sale of mutual
    funds.

Item 7 - Types of Clients

Cicero offers investment advisory services to individuals, banks or thrift institutions, pooled investment
vehicles, including investment companies and private funds, pension and profit sharing plans, trusts,
estates, or charitable organizations, corporations or business entities. Other than meeting necessary
suitability standards, there is no limitation on the type of client that Cicero may accept as an investor in
the funds and/or separately as managed account clients (as applicable).

Cicero’s investment strategy is not an appropriate strategy for all investors. Prospective investors are
cautioned of the risks involved in investing in a portfolio managed by Cicero. Among other risks,
investors must be prepared to lose all or substantially all of their investment.

The minimum account size is $250,000.

The account minimum is negotiable and Cicero has the discretion to waive the account minimum. Other
exceptions will apply to employees of Cicero and their relatives, or relatives of existing clients.