Circle N Advisors LLC

Item 5 – Fees and Compensation
        The base annual fee for the Long Only accounts is 3.0% on the first $250,000 of assets,
2.5% on the next $750,000 of assets and is negotiable on the balance. The fee is payable in
advance and is computed at the inception of services and at the beginning of each calendar
quarter thereafter. The initial fee payment is prorated for the current quarter on the date the
Strategy account is accepted by Circle N and is based on account asset value on that date. Each
client expressly authorizes the Custodian or its agent to debit fees of Circle N and Custodian
from the client’s account.

       All fees are subject to negotiation depending on specific client circumstances.

       Certain clients pay their management fees out of the margin portion of their account
rather than the cash portion of their account.

       Circle N’s fees are exclusive of brokerage commissions, transaction fees, and other
related costs and expenses incurred by or on behalf of the client. Clients may incur certain
charges imposed by custodians, brokers and other third parties such as fees charged by
managers, custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire
transfer and electronic fund fees, margin debit interest and other fees and taxes on brokerage
accounts and securities transactions. Mutual funds and exchange-traded funds also charge
internal management fees, disclosed in a fund’s prospectus. Such charges, fees and
commissions are exclusive of and in addition to Circle N’s fee, and Circle N shall not receive
any portion of these commissions, fees, and costs.

      In determining the value of the Account or any of its assets, Circle N shall rely upon
the Custodian’s valuation methodology. Such valuation methodology as made available by
Custodian shall be provided to Client upon request.

       Item 12 further describes the factors that Circle N considers in selecting or
recommending broker-dealers for client transactions and determining the reasonableness of
their compensation (e.g., commissions).

       If a client terminates the Strategy agreement during a quarter, Circle N will refund a pro-
rata portion of the fee paid in advance for that quarter to that client.

      Fees provided for in a client agreement will increase only if the applicable client executes
a new agreement or executes a new fee schedule.

Item 7 – Types of Clients
         Circle N provides investment advice to individuals, pension and profit-sharing plans,
trusts, estates, and charitable organizations as well as corporations and business entities.

   •   Clients must enter into an agreement with Circle N setting forth the terms and
       conditions under which Circle N shall provide such services.
   •   Strategy clients may be required to open a margin account unless their account type
       prohibits margin activity.
   •   Under certain circumstances, Circle N may waive the minimum initial investment of
       $250,000 required to participate in a Strategy account including, by combining related
       accounts to meet the minimum.