Ergus Asset Management Ltd

Item 5.
Clients may impose reasonable restrictions on investing in
certain securities, types of securities, or industry sectors.    Fees and Compensation
Our investment recommendations are not limited to any
specific product or service offered by a broker-dealer or        INDIVIDUAL PORTFOLIO MANAGEMENT FEES
insurance company and will generally include advice
regarding the following securities:                              The annualized fee for our Individual Portfolio
                                                                 Management Service varies by asset type and is charged
                                                                 as a percentage of assets under management, according
       Exchange-listed securities
                                                                 to the following schedule:
       Foreign issuers
       Corporate debt securities                                 Type of Assets                Annual Fee
       Certificates of deposit                                   Equities                      1.0%
       Mutual fund shares                                        Fixed Income                  0.50% to 0.75%
       Securities traded over-the-counter
       Warrants                                                 Our fees are billed monthly, in arrears, at the end of each
       Commercial paper                                         month based upon the value (market value or fair market
       Municipal securities                                     value in the absence of market value) of the client's
       United States governmental securities                    account at the end of the previous billing period. Fees will
       Mortgage backed securities                               be debited from the account in accordance with the client
                                                                 authorization in the investment management agreement.

Ergus Asset Management Ltd.
Part 2A of Form ADV

A minimum of $250,000 of assets under management is            Additional Disclosures Regarding Funds Managed by
required for this service. This account size may be            ERGUS. Certain executive officers and/or other
negotiable under certain circumstances. ERGUS may              employees of ERGUS may invest a portion of their
group certain related client accounts for the purposes of      personal net worth in any pooled investment vehicle
achieving the minimum account size and determining the         managed by ERGUS in the future. Unless otherwise
annualized fee.                                                prohibited in the applicable governing documents, ERGUS
                                                               or the General Partner to a registered or private fund
GENERAL INFORMATION
                                                               managed by ERGUS in the future, as appropriate, may
Limited Negotiability of Advisory Fees: Although ERGUS         waive or modify the terms of investment for certain large
has established the aforementioned fee schedule(s), we         or strategic investors, in side letters or otherwise, in its
retain the discretion to negotiate alternative fees on a       sole discretion, including but not necessarily limited to, a
client-by-client basis. Client facts, circumstances and        waiver or lowering of management fees, a waiver or
needs are considered in determining the fee schedule.          lowering of the performance fee, preferential redemption
These include the complexity of the client or the client’s     rights, and/or increased transparency or reporting or
circumstances, assets to be placed under management,           reporting in a format different from that provided to
anticipated future additional assets, related accounts,        other investors.
portfolio style, account composition, and reports, among
other factors. The specific annual fee schedule is             Third Party Mutual Fund Fees: All fees paid to ERGUS for
identified in the contract between the adviser and each        investment advisory services are separate and distinct
client.                                                        from the fees and expenses charged by third-party
                                                               mutual funds and/or ETFs to their shareholders. These
We may group certain related client accounts for the           fees and expenses are described in each fund's
purposes of achieving the minimum account size                 prospectus. These fees will generally include a
requirements and determining the annualized fee.               management fee, other fund expenses, and a possible
Discounts not generally available to our advisory clients      distribution fee. If the mutual fund also imposes sales
may be offered to family members and friends of                charges, a client may pay an initial or deferred sales
associated persons of our firm.                                charge. A client could invest in a mutual fund or ETFs
                                                               directly, without our services. In that case, the client
Termination of the Advisory Relationship: A client             would not receive the services provided by our firm,
agreement may be canceled at any time, by either party,        which are designed, among other things, to assist the
for any reason upon receipt of 30 days’ written notice.        client in determining which mutual funds or ETFs would
Upon termination of any account, any prepaid, unearned         be most appropriate to each client's financial condition
fees will be promptly refunded. In calculating a client’s      and objectives. Accordingly, the client should review both
reimbursement of fees, we will prorate the                     the fees charged by the funds and our fees to fully
...

Types of Clients
arrangements. Clients should be aware that
                                                               ERGUS offers advisory services to the following types of
performance-based fee arrangements create an incentive
                                                               clients:
for us to recommend investments that are riskier or more
speculative than those which would be recommended                   High net worth individuals
under a different fee arrangement. Furthermore, as we
also have clients who do not pay performance-based                  Charitable organizations
fees, we have an incentive to favor accounts that do pay            Corporations or other businesses not listed above
such fees because compensation we receive from these
clients is more directly tied to the performance of their           Private or registered investment funds (e.g.,
accounts and our fee compensation.                                   Bahamian investment funds).

Since we endeavor at all times to put the interests of our     As previously disclosed in Item 5, our firm has established
clients first as part of our fiduciary duty as a registered    certain initial minimum account requirements, based on
investment adviser, we take the following steps to             the nature of the service(s) being provided. For a more
address these conflicts:                                       detailed understanding of those requirements, please
                                                               review the disclosures provided in each applicable
     We disclose to clients and prospective clients the       service.
      existence of material conflicts of interest, including
      the potential for our firm and its employees to
      earn more compensation from some clients than
      others;                                                  Item 8.
     We collect, maintain and document accurate,              Methods of Analysis,
      complete and relevant investor background
      information to ensure that investments are               Investment Strategies
      appropriate for the client’s financial goals,

Ergus Asset Management Ltd.
Part 2A of Form ADV

                                                              appropriate ratio of securities, fixed income, and cash
and Risk of Loss                                              suitable to the client’s investment goals and risk
                                                              tolerance.