Corps Capital Advisors LLC

Item 5 Fees and Compensation

Prior to engaging Corps Capital to provide advisory services, the Client will be required to enter into a written
Investment Management Agreement or Financial Consulting Agreement with Corps Capital setting forth the
terms and conditions and the fees under which we will render our services. All fees are subject to negotiation
under certain circumstances and at the sole discretion of Corps Capital. The following schedule of fees
outlines the typical fee structure under which we render our services. The actual schedule of fees, as it applies
to a particular Client, will be clearly outlined in the Client Agreement.

INVESTMENT MANAGEMENT SERVICES:
Corps Capital’s annual fee for investment management services are paid quarterly, in advance, pursuant to
the terms of the investment management agreement. Investment management fees are based on the
market value of assets under management at the end of the prior quarter. Investment management fees are
based on the follow schedule:

                             Assets Under Management              Annual Rate (%)
                                          ($)
                             $0-$5,000,000                             1.50%
                             $5,000,000 - $10,000,000                  1.25%
                             $10,000,000 - $25,000,000                 1.00%
                             $25,000,000+                             Negotiable

The Client’s fees will take into consideration the aggregate assets under management with the Advisor.
Alternatively, the Advisor may offer our investment management services on a flat fee basis. Fees may be

negotiable at the sole discretion of the Advisor. The specific methodology, fees and frequency of the fee
calculation and deduction, will be set forth in the Investment Management Agreement. The Advisor will conduct
periodic reviews of the Custodian’s valuations to ensure accurate billing.

The investment management fee in the first billing period of service is prorated from the inception date of the
account[s] to the end of the quarter. All securities held in accounts managed by Corps Capital will be
independently valued by the Custodian. Corps Capital will not have the authority or responsibility to value
portfolio securities. The amount due is calculated by applying the quarterly rate (annual rate divided by 4) to
the total assets under management with Corps Capital at the end of the prior quarter. Clients will be provided
with a statement, at least quarterly, from the Custodian reflecting deduction of the investment advisory fee. It
is the responsibility of the Client to verify the accuracy of these fees as listed on the Custodian’s brokerage
statement as the Custodian does not assume this responsibility. Clients provide written authorization
permitting advisory fees to be deducted by Corps Capital to be paid directly from their account[s] held by the
Custodian as part of the investment management agreement and separate account forms provided by the
Custodian.

TERMINATION
Corps Capital may be compensated for its services in advance of the quarter in which investment management
services are rendered. Either party may terminate the investment management agreement, at any time, by
providing advance written notice to the other party. The Client may also terminate the investment management
agreement within five (5) business days of signing the Advisor’s agreement at no cost to the Client. After the
five-day period, the Client will incur charges for bona fide management services rendered to the point of
termination and such fees will be due and payable by the Client. The Advisor will refund any unearned, prepaid
investment management fees from the effective date of termination to the end of the quarter. The Client’s
investment management agreement with the Advisor is non-transferable without the Client’s prior consent.

FINANCIAL CONSULTING SERVICE FEES:
Corps Capital provides standalone financial consulting services at an hourly rate ranging from $500 to $1,000,
depending upon the level and scope of the service[s] required and the professional[s] rendering the service[s].
Our financial consulting fee is payable upon completion of the agreed upon consulting services.

TERMINATION:
Either party may terminate the Financial Consulting Agreement by providing advance written notice to the
other party. Upon termination, the Client shall be billed for actual hours logged on the project times the
contractual hourly rate.

PRIVATE FUND ADVISOR SERVICES
The Advisor will receive an annual management fee of up to 2.00% of the total aggregate capital contributions
of the investors. Billing arrangements are defined in the Fund’s Private Placement Memorandum, and further
delineated in the executed Client Agreement for the Fund.

ADDITIONAL TYPES OF FEES OR EXPENSES:
Client’s will incur certain fees or charges imposed by third parties, other than Corps Capital in connection with
investments made on behalf of the Clients’ account[s]. The Client is responsible for all securities execution
and custody fees charged by the Custodian, if applicable. The Advisor's recommended Custodian does not
charge securities transaction fees for ETF and equity trades in Client accounts, provided that the Client’s
accounts meet the terms and conditions of the Custodian’s brokerage requirements. However the Custodian
typically charges for mutual funds and other types of investments.

Investors in the Funds will incur certain fees or charges imposed by third parties, in connection with investments
made on behalf of the Funds. The Funds [and indirectly investors] are responsible for all custody and securities
execution fees charged by the Custodian and executing broker-dealer, if applicable. The fees charged by
underlying investments are also indirectly included in the value of an Investor’s account.
...

Item 7 Types of Clients

Client Base:
Corps Capital offers investment advisory services to individuals, high net worth individuals, trusts, estates,
charitable organizations, pooled investment vehicles and businesses. The amount of each type of Client is
available on Corp’s Capital’s Form ADV Part 1. These amounts may change over time and are updated at least
annually by the Advisor.

Generally, the investors in the Funds meet the definition of “accredited investor as defined in the Securities Act.
The various requirements for investing in a Funds, including the minimum investment size, are set forth in each
Fund’s Offering Documents. The Advisor has the ability, in its sole discretion, to permit commitments below the
minimum amounts set forth in the Offering Documents.

Who is an “Accredited Investor”?
Rule 501 of the Securities Act defines an “Accredited Investor” as any person who comes within any of the
following categories, or who the issuer reasonably believes comes within any of the following categories, at the
time of the sale of the securities to that person:

    I.         Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other
               institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary
               capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of
               1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company
               registered under the Investment Company Act of 1940 or a business development company as
               defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the
               U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment
               Act of 1958; any plan established and maintained by a state, its political subdivisions, or any
               agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if
               such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning
               of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a
               plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan
               association, insurance company, or registered investment adviser, or if the employee benefit plan
               has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made
               solely by persons that are accredited investors;
    II.        Any private business development company as defined in section 202(a)(22) of the Investment
               Advisers Act of 1940;
    III.       Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation,
               Massachusetts or similar business trust, or partnership, not formed for the specific purpose of
               acquiring the securities offered, with total assets in excess of $5,000,000;
    IV.        Any director, executive officer, or general partner of the issuer of the securities being offered or
               sold, or any director, executive officer, or general partner of a general partner of that issuer;

    V.       Any natural person whose individual net worth, or joint net worth with that person's spouse,
             exceeds $1,000,000
    VI.      Any natural person who had an individual income in excess of $200,000 in each of the two most
             recent years or joint income with that person's spouse in excess of $300,000 in each of those years
             and has a reasonable expectation of reaching the same income level in the current year;
    VII.     Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of
             acquiring the securities offered, whose purchase is directed by a sophisticated person as
             described in §230.506(b)(2)(ii); and
    I.       Any entity in which all of the equity owners are accredited investors.

Conditions for Account Management:
Corps Capital has a minimum relationship size of $10,000,000. The Advisor does not impose a minimum annual
fee for services. The minimum relationship size may be waived in certain circumstances such as length of time
the Client has been known, overall composition of the Client’s account[s], multiple accounts held with the Advisor,
etc., at the sole discretion of the Advisor.