Gables Capital Management Inc

Fees and Compensation - Item 5

 GCM charges fees based on a percentage of assets under management and performance based fees for its
 advisory services.

 Portfolio Management Services Fees
 The annual fees for portfolio management services are based on a percentage of assets under management. Our
 fee schedules are as follows:
 Equity and Balanced Accounts
  Assets Under Management              Annualized Fee
  First $1,500,000                     1.35%
  Next $3,000,000                      1.10%
  Next $4,500,000                      0.75%
  Accounts over $9,000,000             0.50%
 Fixed Income Accounts
  Assets Under Management              Annualized Fee
  First $5,000,000                     0.75%
  Next $5,000,000                      0.50%
  Next $10,000,000                     0.35%
  Accounts over $20,000,000            0.25%

 GCM allows related accounts to be combined for fee paying purposes. We combine the account valuations to
 assist the Client in meeting fee breakpoints and therefore lowering the overall fee level. GCM extends this option
 to all accounts residing in the same household and certain members of the same family. GCM's advisory fees will
 be waived for Clients to the extent that their assets are invested in Cypress Grove Partners, L.P.

 Fees are billed monthly, in arrears, and are based on the value of the Client's portfolio on the last trading day of
 the month. The custodian holding the account will deduct the fees directly from the account. The custodian will

Gables Capital Management, Inc.
Form ADV Part 2A

 usually deduct from a designated account to facilitate billing. The Client must consent in advance to direct
 debiting of their account.

 Clients who choose to have GCM’s fee deducted directly from their account, must provide written authorization.
 The qualified custodian holding the Client's funds and securities will send you an account statement at least
 quarterly. This statement will detail account activity. Please review each statement for accuracy. GCM will also
 receive a copy of the account statements from the custodian.

 GCM's annual fee is exclusive of, and in addition to brokerage commissions, transaction fees, and other related
 costs and expenses which will be incurred by the Client. However, we will not receive any portion of the
 commissions, fees, and costs. Please see Item 12 – Brokerage Practices for further information on brokerage and
 transaction costs.

 At the inception of investment management services, the first month’s fees will be calculated on a pro-rata basis.
 The Advisory Agreement between GCM and the Client will continue in effect until either party terminates the
 Agreement in accordance with the terms of the Agreement. GCM’s annual fee will be pro-rated through the date
 of termination and any remaining balance shall be charged or refunded to the Client, as appropriate, in a timely
 manner.

 Adviser to Specialized Trusts
 We provide portfolio management services on a pre-arranged basis for a fee based on a percentage of assets
 under management. The asset based fee is determined on a case by case basis through negotiated arrangements
 with the third party bank or trust institution. The fee we charge is listed in the Client’s written agreement with
 us. Payment is made on a monthly basis and is charged in arrears. All fees, fee-paying arrangements and terms
 are clearly set forth in the executed agreement for services. Clients may choose to be billed directly for fees or
 to have the fees directly debited from their accounts. GCM or the Client may terminate the Advisory Agreement
 upon written notice to the other party. Fees are calculated and due to GCM on a pro-rated basis for a partial
 month.

 Cypress Grove Partners, L.P.
 Cypress Grove Partners, L.P. ("CGP") will pay GCM a quarterly management fee computed at an annual rate of
 1% of each limited partner’s capital account. The management fee will be paid within 10 days after the beginning
 of each fiscal quarter and will be calculated based on the value of each limited partner's capital account as of the
 beginning of the fiscal quarter (adjusted for any contributions). The management fee is deducted in determining
 the net profit or net loss of the Partnership. In the event that subscriptions are made during the quarter, the
 Management Fee will be prorated and charged at the time of subscription.

 In addition to the compensation to be paid to the firm, as of the close of business on the last day of each fiscal
 year, CGP will specially allocate to Trivium Partners, LLC (the General Partner) an Incentive Allocation of twenty
 percent (20%) of net profits. The profit allocation is calculated on a “high water mark basis” meaning that only
 net profits which constitute new net profits in excess of the highest cumulative levels of net capital appreciation
 of an investor’s Capital Account as of the end of each calendar year or the relevant portion thereof.

 Additional Fees and Expenses
 The fees GCM charges may be negotiable based on the amount of assets under management, complexity of
 Client goals and objectives, and level of services rendered.

 Our annual fee is exclusive of, and in addition to brokerage commissions, transaction fees, custodial fees and
 other related costs and expenses which may be incurred by the Client. However, apart from the soft dollar
 arrangements with certain broker dealers, the firm will not receive any portion of the commissions, fees, and
 costs. Please see Item 12 – Brokerage Practices for further information on brokerage and transaction costs.

Gables Capital Management, Inc.
Form ADV Part 2A

 All conflicts of interest between you and our firm, and the Associated Persons of our firm, are outlined in this
 disclosure brochure. If additional conflicts arise in the future, we will notify you in writing or supply you with an
 updated disclosure brochure.

 Negotiability of Fees
...

Types of Clients - Item 7

 GCM offers investment advisory services to high net worth individuals, pension and profit sharing plans, trusts,
 estates, charitable organizations, corporations, and other business entities.

 Where performance based fees are assessed for advisory services, Clients will have at least $1,000,000 under
 management with GCM or certify to GCM that such Client has a net worth of at least $2,000,000 (excluding
 primary residence) at the time of entering into the performance based fee arrangement (Rule 205-3 under the
 Investment Advisers Act of 1940).

 GCM requires a minimum of $500,000 to establish and maintain a portfolio management account. GCM may
 waive this requirement at its sole discretion. This requirement can be met by combining two or more accounts
 owned by the Client or related family members.

 Investors in the Funds should refer to the Fund offering documents for further information about minimum
 investment requirements in the Funds.

                      Methods of Analysis, Investment Strategies and Risk of Loss - Item 8