Cleveland Capital Management LLC

Item 5. Fees and Compensation

Asset-Based Compensation

Investment management fees are charged each quarter in arrears based on the total market value of the
net assets in the client account (including net unrealized appreciation or depreciation of investments and
cash, cash equivalents and accrued interest) on the last day of the quarter. If a new client account is
established during a quarter or a client makes an addition to its account during a quarter, the investment
management fee will be prorated for the number of days remaining in the quarter. If a client’s investment
management agreement is terminated or a withdrawal is made from a client account during a quarter, the
fee payable to the Adviser will be calculated based on the value of the net assets on the termination date
or withdrawal date, as the case may be, and prorated for the number of days during the quarter in which
the investment management agreement was in effect (or such amount was in the account).

The Adviser charges certain pooled investment vehicle investors an investment management fee equal to
1.5% per annum of the value of the investor’s net assets under management. The Adviser separately
negotiates the investment management fee with each managed account client.

These fees are negotiable.

Performance-Based Compensation

The Adviser will also be paid a performance-based fee or allocation, which is compensation that is based
on a share of capital appreciation of the assets of a client account (such as a client account that is a
hedge fund or other pooled investment vehicle). The performance-based fee for pooled investment
vehicle investors ranges from 10%to 20% of the capital appreciation of the relevant account as of the end
of such account’s fiscal year. The performance-based fee is subject to a loss carryforward in certain client
accounts.

The Adviser separately negotiates the performance-based fee with each managed account client.

These fees are negotiable.

The Adviser deducts the investment management fee from pooled investment vehicle client accounts.
The Adviser bills its managed account clients. In each case, the Adviser receives investment
management fees quarterly.

In addition to paying investment management fees and, if applicable, performance-based fees, client
accounts may also be subject to other investment expenses in accordance with the client’s investment
management agreement or fund governing documents such as third-party administration fees, certain
legal expenses (in the case of a pooled investment vehicle client), accounting and other professional
expenses and certain research expenses. Please refer to Item 12 of this Firm Brochure for a discussion
of the Adviser’s brokerage practices.

The allocation of expenses by the Adviser between it and any client and among clients represents a
conflict of interest for the Adviser. To address this conflict, the Adviser has adopted and implemented
policies and procedures for the allocation of expenses. The Adviser allocates expenses to each client in
accordance with the client's arrangements with the Adviser (including applicable client disclosures). The
Adviser seeks to allocate shared expenses for products and services benefiting the Adviser and the client
and not covered in the client's arrangements in a fair and reasonable manner. The Adviser allocates
common client expenses among multiple clients pro rata based on gross assets under management as of
the beginning of each semi-annual period in which the expenses are paid.

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Item 7. Types of Clients

The Adviser’s clients consist of private investment funds and separately managed accounts.

The Adviser does not have any requirements for opening or maintaining a separately managed account
except as may be negotiated between the Adviser and the client.

With respect to any client that is a pooled investment vehicle, any initial and additional subscription
minimums are disclosed in the offering memorandum for the pooled investment vehicle.

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