Gideon Capital LLC

Item 5 Fees and Compensation
Gideon offers investment management services for an annual fee based on the amount of
assets under the Company's management. This annual management fee generally varies from
4% to 8%.

Gideon does not impose a stated minimum fee or minimum portfolio value for starting and
maintaining an investment management relationship.

Fee Discretion
Gideon may, in its sole discretion, negotiate to charge a lesser fee based upon certain criteria
including anticipated future earning capacity, anticipated future additional assets, dollar amount
of assets to be managed, related accounts, account composition, service requirements, pre-
existing/legacy client relationship, account retention and pro bono activities.

Account Management Fee
Gideon charges an incentive or performance-based fee for private fund clients. Such incentive
or performance-based fees are calculated based on a share of capital gains or capital
appreciation of the assets of the private fund. See Item 6 Performance-based Fees for more
information.

General Information
Termination of the Advisory Relationship: A Gideon client agreement may be canceled at any
time, by either party, for any reason upon receipt of 30 days written notice or other mutually
agreed upon termination notification terms. For fees paid in advance of services provided, upon
termination of an account, prepaid unearned fees are promptly refunded. In calculating a client's
reimbursement of fees, we prorate the reimbursement according to the number of days
remaining in the billing period.

Fund Fees
All fees paid to Gideon for investment advisory services are separate and distinct from the fees
and expenses associated with the underlying investment products in which client assets are
invested. Certain investment structures involve multiple layers of fees, meaning that clients bear
expenses at more than one level.

For example, when client assets are invested in mutual funds, ETFs, private funds, or other
pooled investment vehicles, those vehicles assess their own management fees, operating
expenses, and, in some cases, distribution fees or performance-based compensation. These
product-level fees are disclosed in the applicable prospectus or offering documents. In addition,
if the underlying investment itself allocates assets to other pooled vehicles or managers, further
indirect expenses may be incurred at those levels.

As a result, clients may incur an advisory fee from Gideon, management fee and operating
expenses of the primary investment vehicle, and any additional indirect fees and expenses
charged at underlying investment levels.

These layered fees increase the total cost of the investment and reduce overall returns. Clients
should carefully review the applicable prospectuses, private placement memoranda, and other
disclosure documents to understand the aggregate expenses associated with their investments.

A client may be able to invest directly in certain investment products without engaging Gideon’s
advisory services. In doing so, however, the client would not receive the portfolio construction,

due diligence, monitoring, and ongoing advisory services provided by Gideon. Clients should
consider the combined effect of advisory fees and product-level expenses when evaluating the
overall cost and value of the advisory relationship.

Third Party Private Fund Fees
All fees paid to Gideon for investment advisory services are separate and distinct from the fees
and expenses charged to Gideon clients as members or partners of private pooled investment
vehicles ("Private Funds"). These fees and expenses are described in each private fund's
offering documents. Such fees will generally include a management fee, other fund expenses,
and a performance based fee. A client could possibly invest in a private fund directly, without
our services. In that case, the client would not receive the services provided by Gideon which
are designed, among other things, to assist the client in determining which private fund or funds
are most appropriate to each client's financial condition and objectives. Accordingly, the client
should review both the fees charged by the funds and Gideon fees to fully understand the total
amount of fees to be paid by the client and to thereby evaluate the advisory services being
provided.

We may recommend that you purchase variable annuities to be included in your investment
portfolio(s). Persons providing investment advice on behalf of our Company may earn
commissions on the sale of the variable annuities in his or her capacity as a registered
representative of . If these persons earn commission on the sale of variable annuities
recommended to you, we do not include the annuity accounts in the total value used for our
advisory billing/fee computation. You receive a prospectus disclosing the terms of the annuity
purchased on your behalf. You are under no obligation, contractually or otherwise, to purchase
variable annuities through any person affiliated with our Company.

Persons providing investment advice on behalf of our Company are licensed as independent
insurance agents. These persons may earn commission-based compensation for selling
insurance products, including insurance products they sell to you. Insurance commissions
earned by these persons are separate and in addition to our advisory fees. This practice
presents a conflict of interest because persons providing investment advice on behalf of our
Company who are insurance agents have an incentive to recommend insurance products to you
for the purpose of generating commissions rather than solely based on your needs. You are
under no obligation, contractually or otherwise, to purchase insurance products through any
person affiliated with our Company.

Additional Fees and Expenses
In addition to Gideon's advisory fees, clients are responsible for the fees and expenses charged
...

Item 7. Types of Clients
Gideon provides advisory services to the following types of clients:

     • Pooled investment vehicles (e.g., hedge funds, private equity funds, limited partnerships,
       commodity pools)