Eagle Eye Advisors LLC

Item 5 Fees and Compensation
Asset-Based and Performance-Based Compensation.The asset-based fees that are charged to an
Account are set forth in the Adviser's investment management agreement ("Investment
ManagementAgreement") with the Account.

We charge a flat advisory fee of 1 percent of assets under management. This fee is negotiable and
determined on a case-by-case basis.

We will deduct our fee directly from your account through the qualified custodian holding your funds
and securities. We will deduct our advisory fee only when you have given our firm written authorization
permitting the fees to be paid directly from your account. Further, the qualified custodian will deliver an
account statement to you at least quarterly. These account statements will show all disbursements
from your account. You should review all statements for accuracy.

As a general matter, the Accounts will pay the Adviser an asset-based investment management fee
each month in advance based on the value of the net assets maintained in the respective Account on
the first day of each month (the "Management Fee").

The Fund will pay the investment management fee and performance-based compensation (the
"Incentive Compensation") described in the Fund's private placement memorandum, limited
partnership agreement and/or other governing documents (collectively, the"Governing Documents").

Expenses. In addition to the Management Fee, the Accounts shall bear the expenses of (i) research
fees and expense, brokerage commissions,issue and transfer taxes, custodial fees and bank service
fees, (ii) interest on margin accounts, (iii) borrowing charges on securities sold short, and (iv) any other
reasonable expenses related to the purchase, sale or transmittal of assets of the Account.

In addition to the investment management fee and performance-based compensation, the Fund will be
subject to expenses as set forth in the Fund's Governing Documents.

The allocation of expenses by the Adviser between it and a Client and among Clients represents a
conflict of interest for the Adviser. The Adviser will adopt an expense allocation policy that is designed
to address this conflict. The Adviser will allocate expenses to each Client in accordance with the
Client's governing documents. The Adviser will seek to allocate any shared expenses for products and
services benefitting multiple Clients or both the Adviser and a Client, and not covered in the Client's
governing documents, in a fair and reasonable manner.

Item 7 Types of Clients
We offer investment advisory services to individuals (other than high net worth individuals), high net
worth individuals and pension and profit sharing plans (but not the plan participants).

In general, we do not require a minimum dollar amount to open and maintain an advisory account;
however, we have the right to terminate your Account if it falls below a minimum size which, in our sole
opinion, is too small to manage effectively.

Currently, the Adviser's clients consist only of Accounts.The Adviser anticipates that its Clients will
consist of Funds and Accounts. Any initial and additional subscription minimums with respect to
investment in a Fund are disclosed in the offering memorandum for the Fund. Any minimum
investment amount with respect to an Accountis disclosed in the Investment Management Agreement
of the Account.