CM Capital Advisors LLC

Item 5.        Fees and Compensation

Our management fee for investment management services is based on a percentage of
assets under management or invested capital, as applicable.

With respect to the Master Fund, our management fees are 0.85% per annum.
Management fees are assessed at the level of the Master Fund based upon AUM. Fees are
charged quarterly in advance.

With respect to the Opportunities Fund, our management fees are 0.5% of the invested
capital as defined in the Opportunities Fund’s governing documents, charged in
advance.
Investors should carefully review the proposed method of compensation and its risks
prior to investing in any of the Funds. Prospective investors in any one of the Funds
should refer to the appropriate Fund offering and organizational documents for more
information regarding the fees charged by the Fund or the General Partner, as
applicable.

Fees in General

C.M. Capital receives fees from the Funds pursuant to their governing documents for the
investment management services provided.

Fees and account minimums for all services are negotiable based upon certain criteria
(i.e. anticipated future additional assets, dollar amount of assets to be managed, related
accounts, negotiations with client, etc.). We have the general discretion to waive all or a
portion of the fees, but typically only exercise this discretion for investors that are our
affiliates or employees. As a result, different investors may pay different fees or
receive different economic terms, which creates a conflict of interest because we have
an incentive to provide more favorable terms to certain investors, including affiliates
or employees.

We may group certain related client accounts for the purposes of determining the account
size and/or annualized fee.

Under no circumstances will we require or solicit prepayment of more than $1,200 in fees
per client, six months or more in advance of services rendered.

Account Termination

An investor may withdraw all or any part of its investment from any of the Funds under
the terms set forth in the applicable Fund’s offering documents. The General Partner
may in its sole discretion, waive or modify any of the terms of withdrawals for certain
investors who are relatives, employees or affiliates of C.M. Capital or the General
Partner or for certain large or strategic investors.

Investors in each Fund should refer to the appropriate Fund’s private placement
memorandum and offering documents for complete information regarding withdrawals
of investments.

Other Fees and Expenses

Prospective investors in any one of the Funds, each a fund of funds, should note that they
will incur at least two layers of fees: C.M. Capital’s management fee as set forth above,
as well as the management fees and/or performance-based compensation charged by the
underlying investment funds in which the Fund invests. This layering of fees is
incorporated in the net income or loss of the Fund, is not easily apparent to investors
and will lower the investor’s overall return.

Money market mutual funds (or short term bond funds) may be used to “hold” unused
cash balances until they can be appropriately invested, and ETFs, UCITS, or mutual
funds may be included to provide exposure to public equity indices. Investors should
recognize that all fees paid to C.M. Capital for investment advisory services are separate
and distinct from the fees and expenses charged by mutual funds to their shareholders.
These fees and expenses are described in each fund's prospectus. These fees will
generally include a management fee, other fund expenses, and a possible distribution
fee.

In addition to fees paid to our firm or the General Partner, as appropriate, and to each of
the underlying fund managers, investors will also be responsible for the fees and
expenses such as those charged by custodians and imposed by any broker-dealer with
which C.M. Capital or an underlying fund manager effects transactions for the Funds.
Please refer to Item 12 of this Brochure for additional information regarding brokerage.

Personal Investments in Funds

Certain executive officers, directors, advisers and/or other employees of C.M. Capital
have invested or may invest a portion of their personal net worth in one or more of the
Funds. The Opportunities Fund was formed to allow such investments. In addition,
certain executive officers, directors and advisers of our firm may have direct

investments in one or more of the underlying funds in which the Funds have invested.
These personal investments may create significant conflicts of interest as described in
Item 6 of this Brochure.

General

Prospective investors should refer to the appropriate offering and organizational
documents for additional important information, terms, conditions and risks involved
with investing in the Fund(s).

Item 7.        Types of Clients

Our firm provides investment management services to the private investment funds as
disclosed in Item 4 of this Brochure. Limited partners of these funds include only
entities controlled by one family and employees of C.M. Capital and its parent.