Demian Capital

Item 5.            Fees and Compensation
Adviser negotiates an annual fee with each discretionary client based on the complexity of
the relationship and the amount of time to be spent. All investment advisory services are
discretionary and each client is required to have a custodian. As agreed upon with each client,
fees are calculated as a percentage of assets under management. Fees are negotiable.
Fees for the sole client Catalpa Inc. are charged at 60Bp of average assets under management
for the applicable period and billed quarterly in arrears. Adviser will send an invoice to the
client, which are due and payable upon receipt by the client. Adviser receives no other fees
or commissions from the client or from any 3rd party.

Item 7.            Types of Clients
Adviser typically provides portfolio management services to high net worth individuals,
private foundations, not-for-profit corporations, family offices and trusts. Adviser has
established a minimum relationship size of $ 25 million, although it may waive this minimum
in its discretion.