Crescendo Advisors II LLC

ITEM 5 – FEES AND COMPENSATION

Item 5.A   Describe how you are compensated for your advisory services. Provide your
           fee schedule. Disclose whether the fees are negotiable.

           The Adviser is paid an asset-based investment management fee ranging from
           1.0% - 2.0% per annum of the net assets of the respective client account.

           Investment management fees are charged each quarter in advance based on the
           total market value of the assets in the client account on the first day of each
           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
           charged as of the effective date of the investment management agreement or the
           date of the additional contribution based on the value of the assets as of the
           applicable date and will be prorated for the number of days remaining in the
           quarter.

           The Adviser (or an affiliate of the Adviser) may also be paid performance-based
           compensation, which is compensation that is based on a share of capital gains or
           capital appreciate of the assets of a client (such as a client that is a hedge fund or
           other pooled investment vehicle). This performance-based compensation is
           calculated at a rate of 20% of each client’s net profits and is subject to a loss
           carryforward provision.

           These fees are negotiable.

Item 5.B   Describe whether you deduct fees from clients’ assets or bill clients for fees
           incurred. If clients may select either method, disclose this fact. Explain how
           often you bill clients or deduct your fees.

           The Adviser deducts the investment management fee from client accounts on a
           quarterly basis in advance by instructing the client’s custodian.

Item 5.C   Describe any other types of fees or expenses clients may pay in connection
           with your advisory services, such as custodian fees or mutual fund expenses.
           Disclose that clients will incur brokerage and other transaction costs, and
           direct clients to the section(s) of your brochure that discuss brokerage.

           In addition to paying investment management fees and, if applicable,
           performance-based compensation, client accounts will also be subject to other
           investment expenses such as organizational expenses, audit expenses, preparation
           of its tax returns or other accounting services, costs of trading and investing, fees
           and expenses of attorneys, interest on withdrawn capital, legal fees and costs
           arising in connection with any litigation or investigation by or against a client or
           Crescendo or its affiliates relating to the investment activities of a client or
           otherwise, costs of proxy solicitations, travel and entertainment expenses incurred
           by the Adviser or its affiliates, research and related expenses, the costs of
           publications and subscriptions and other similar expenses.

Item 5.D     If your clients either may or must pay your fees in advance, disclose this fact.
             Explain how a client may obtain a refund of a pre-paid fee if the advisory
             contract is terminated before the end of the billing period. Explain how you
             will determine the amount of the refund.

             The clients are required to pay the Adviser's fees in advance. If the advisory
             contract is terminated or a withdrawal is made before the end of a quarter, the
             amount of fees refunded will be determined on a pro rata basis calculated based
             on the number of days remaining in the quarter.

Item 5.E     If you or any of your supervised persons accepts compensation for the sale of
             securities or other investment products, including asset-based sales charges
             or service fees from the sale of mutual funds, disclose this fact and respond to
             Items 5.E.1, 5.E.2, 5.E.3 and 5.E.4.

             Not applicable to Crescendo.

Item 5.E.1   Explain that this practice presents a conflict of interest and gives you or your
             supervised persons an incentive to recommend investment products based on
             the compensation received, rather than on a client’s needs. Describe generally
             how you address conflicts that arise, including your procedures for disclosing
             the conflicts to clients. If you primarily recommend mutual funds, disclose
             whether you will recommend “no-load” funds.

             Not applicable to Crescendo.

Item 5.E.2   Explain that clients have the option to purchase investment products that you
             recommend through other brokers or agents that are not affiliated with you.

             Not applicable to Crescendo.

Item 5.E.3   If more than 50% of your revenue from advisory clients results from
             commissions and other compensation for the sale of investment products you
             recommend to your clients, including asset-based distribution fees from the
             sale of mutual funds, disclose that commissions provide your primary or, if
             applicable, your exclusive compensation.

             Not applicable to Crescendo.

Item 5.E.4   If you charge advisory fees in addition to commissions or markups, disclose
             whether you reduce your advisory fees to offset the commissions or markups.

             Not applicable to Crescendo.

ITEM 7 – TYPES OF CLIENTS

Describe the types of clients to whom you generally provide investment advice, such as individuals,
trusts, investment companies, or pension plans. If you have any requirements for opening or
maintaining an account, such as a minimum account size, disclose the requirements.

The Adviser’s clients consist of private funds. The initial subscription minimum is disclosed in the
offering documents for each client, which may be waived at the discretion of the Adviser or its affiliates.