Gordian Capital Japan Limited

Item 5: Fees and Compensation

      Gordian Capital Japan receives compensation from its Clients and Client
      Accounts that is commensurate to the size of assets Gordian Capital Japan
      advises on as well as the complexity and specialization of the services that are
      provided.

      The Firm typically charges advisory fees by way of a Management Fee as
      agreed to by the Firm and its Clients and Client Accounts on a case-by-case
      basis. In the case the services provided to the Client are directly tied to a
      particular Fund, the Client may choose to have fees disbursed to the Firm by
      the Fund according to the governing documents of the Fund. In the case the

     services provided to the Client are directly tied to a Separately Managed
     Account, the Client may choose to have fees disbursed to the Firm by the
     Separately Managed Account according to the governing documents of the
     SMA.

     Gordian Capital Japan invoices Clients for investment advisory services
     rendered on a monthly, quarterly, or semi-annual basis. Clients bear all the
     expenses incurred in the operation of their account or Fund, such as
     organizational expenses, operational expenses, and investment related
     expenses. Client and Fund expenses may include outsourced services such as
     fund administrator, custodian, auditor, legal, corporate secretary, prime broker
     and executing broker. In the case of pension funds, engaging a trust bank as a
     trustee, Clients bear the cost of trustee fees which cover administration,
     custodial and bank account charges. These fees are separate from the fees
     Gordian Capital Japan receives as compensation for the Pension Fund DIM
     Services provided.

Item 6 Performance-Based Fee and Side-By-Side Management

     Gordian Capital Japan may be entitled to receive performance-based
     compensation that is calculated based upon a percentage of the net capital
     appreciation of discretionary accounts managed by the Firm. If the investment
     advisory services are linked to a Fund, the governing documents for the Fund
     will generally provide a detailed explanation of the performance-based
     compensation entitled to be received. Any performance-based compensation
     will be in accordance with the available exemption set forth in Rule 205-3 of the
     Investment Advisers Act of 1940, as amended.

     Each Non-Discretionary Advisory Services and Discretionary Advisory
     Services Client is advised by a single Gordian Capital Japan Advisor. Gordian
     Capital Japan does not currently have any side-by-side investment
     management arrangements and has no plans to do so in the foreseeable future.

     However, should the Firm begin managing assets on a side-by-basis, Gordian
     Capital Japan will provide such advice in accordance with the guidelines
     established by the Japan Investment Advisers Association (“JIAA”), the self-
     regulatory investment advisory body of Japan, and the Financial Services
     Agency (“FSA”) of Japan. The guideline stipulates detailed rules to ensure
     fairness in side-by-side transactions and includes (a) obtaining consent from
     Clients regarding the side-by-side trading and the use of average price
     allocations, ((b) segregation of advisors from other advisors with potentially
     conflicting trading, (c) the establishment of detailed rules for allocation between
     accounts and (d) retention of detailed records regarding the side-by-side
     transactions.

     Pension Fund DIM Services Clients are advised by Gordian Capital Japan

      Advisors, who may each advise on multiple Clients.

Item 7 Types of Clients

      Gordian Capital Japan provides Non-Discretionary Advisory Services to other
      investment managers or general partners who are managing SMAs or Funds for
      institutional investors.

      Gordian Capital Japan provides Discretionary Advisory Services to Funds and
      SMAs. The Client Accounts, typically, have assets entrusted to them by
      institutional investors such as corporations, sovereign wealth funds, insurance
      companies, endowments, pension plans, charitable organizations, high-net-
      worth and ultra-high-net-worth individuals.

      In addition, the Firm provides Pension Fund DIM Services to Japanese pension
      funds.

      Gordian Capital neither holds custody of client assets/monies nor maintains
      any accounts in the name of the Client and/or respective Client Accounts. The
      governing documents with respect to each Client Account will, in general,
      determine the conditions for opening the Account and the minimum initial
      investment amount.