Cygnus Capital Advisers LLC

Item 5       Fees and Compensation
A. ADVISORY FEES AND BILLING
   CCA’s compensation from Clients may take the form of (1) a fee based on a percentage of
   the Client’s assets under management (the “Management Fee”) and/or (2) a performance
   or incentive based fee (the “Performance Fee”), and/or (3) a flat-fee advisory fee as
   negotiated with Clients.
      1. The Funds

   CCA deducts its Management Fee of 1.25% per annum and/or Performance Fees of up to
   20.0% per annum from each Member’s capital account balance pursuant to the fee
   structure agreed upon between the Member and the Fund.
   The Management Fee and the Performance Fee with respect to any Partner may be waived
   or altered by CCA.

   Please refer to Item 6 for more information regarding performance-based compensation.

      2. Managed Accounts
   The payment of fees (a flat-fee or % of assets under management) for accounts managed
   will be debited from the Client’s account and are paid by the qualified custodian holding
   the Client’s funds and securities. The Client will provide written authorization
   permitting the fees to be paid directly from the account.

B. OTHER FEES AND EXPENSES
      1. The Fund
   The Fund shall pay for all ordinary operating and other expenses, including, but not
   limited to, investment-related expenses (such as brokerage commissions, clearing and
   settlement charges, custodial fees, interest expenses, expenses relating to consultants,
   brokers or other professionals or advisors who provide research, advice or due diligence
   services with regard to investments, appraisal fees and expenses and investment banking
   expenses); research costs and expenses (including fees for news, quotation, financial data
   services, and similar information and pricing services); legal expenses (including, without
   limitation, the costs of on-going legal advice and services, blue sky filings and
   extraordinary legal expenses); accounting fees and audit expenses; administrative fees;
   tax preparation expenses and any applicable tax liabilities (including transfer taxes and
   withholding taxes); other governmental charges or fees payable by the Fund; director and
   officer and/or errors and omissions liability insurance premiums or fiduciary liability
   insurance premiums for directors, officers and personnel of CCA; costs of printing and
   mailing reports and notices; and other similar expenses related to the Fund, as
   C C A determines in its sole discretion. To the extent that expenses are borne by a
   Fund are paid by CCA, the Fund will reimburse CCA for such expenses.
   There may be additional fees or charges that result from the maintenance of a Member’s
   participation including, but not limited to, fees associated with purchasing interests via
   an IRA and Qualified Retirement Plan. Other fees are generally deducted from the
   capital account of each Member.
      2. Managed Accounts
   In addition to our management fees, Clients with managed accounts are also responsible
   for the fees and expenses charged by custodians and imposed by broker-dealers,
   including but not limited to, any transaction charges imposed by the broker- dealer with
   which we effect transactions for our Client accounts. Please see Item 12 for information
   about Brokerage Practices.
   There may be additional fees or charges that result from the maintenance of our trading
   within your account. These fees, if applicable, would be imposed as is customary by third
   parties in connection with investments made through the Client’s account, including but
   not limited to, no-load mutual fund 12(b)-1 distribution fees, fees assessed for frequent or
   excessive trading of mutual fund shares, certain deferred sales charges on previously
   purchased C Class shares of a mutual fund, and IRA and Qualified Retirement Plan
   administrative fees. All fees paid to the Firm for investment advisory services are
   separate and distinct from the fees and expenses charged by mutual funds to their
   shareholders (our Clients). Those fees are described in detail in each mutual fund’s
   prospectus. These fees will generally include a management fee, other funds expenses,
   and a possible distribution fee. If the mutual fund also imposes sales charges on certain
   share classes, a Client may pay an initial or deferred sales charge. Accordingly, Clients
   should review both the fees charged by the mutual funds and the management fees
   charged by CCA to appreciate fully the total amount of fees to be paid by the Client.

C. REFUND/WITHDRAWAL POLICY
       1. The Fund
    Members may make withdrawals as of the last day of a calendar quarter by giving at least
    45 days' written notice prior to the permitted withdrawal date. All withdrawals will be
    subject to a 3% break fee.
       2. Managed Accounts
    Client may terminate the Agreement for any reason whatsoever without penalty by
    providing ninety (90) days prior written notice. The 90 day written notice may be waived
    by CCA.
D. OTHER COMPENSATION
   CCA currently does not receive any compensation other than; 1) a Management Fee, 2) a
   Performance/Incentive Fee, and 3) a flat-fee.

Item 7       Types of Clients

A. Types of Clients
   CCA generally provides discretionary investment advisory services to Individuals, High
   Net-Worth Individuals, Institutions, Family Office(s), Other Entities and Pooled
   Investment Vehicles (the “Funds”).
   Interests in the Funds are being offered under the 3(c)(1) and 3(c)(7) exemptions,
   respectively, of the Investment Company Act. The Interests will not be registered under
   the Securities Act or the securities laws of any state. An investment in the Funds will be
   suitable only for investors who have adequate means of providing for current needs and
   personal contingencies, can bear the economic risk of the investment, and have no need
   for liquidity in the investment. Investors will be required to make representations to the
   foregoing effect to the Fund as a condition to acceptance of their subscription.
B. Conditions for Account Management
The Fund: The minimum initial capital contribution is $1,000,000. CCA reserves the right to
reduce the minimum initial capital contribution and to accept subscriptions for lesser
amounts.

Managed Accounts: CCA may require a minimum initial investment for a managed account.
The minimum initial investment is negotiable.