Gordian Capital Management LLC

Item 5 – Fees and Compensation
A.     Fee Schedule
The Fund’s offering documents will set forth the terms of the relationship between the Fund and each
investor in the Fund, including such matters as advisory fees, custodial arrangements, management
of the fund, and withdrawal of assets. Compensation by the Fund to Gordian Capital is as follows:
       1.      Management Fee
Gordian Capital typically receives an asset-based management fee calculated as a percentage of each
Fund Investor’s capital account, payable quarterly in advance. Certain classes of interest in the Fund
may not be subject to the management fee (i.e. advisory clients of Gordian Capital’s related
investment advisor, Gordian Wealth Management, LLC (“GWA”) are not charged a management fee).
Gordian Capital will receive a quarterly management fee from Limited Partners holding Class B and
Class D Limited Partnership Interests (Gordian Capital Strategies Income) calculated at the annual
rate of 0.65% (0.1625% per quarter) of each Limited Partner’s Capital Account. Gordian Capital will
not receive a Management Fee from Class A and Class C Limited Partnership Interests (Gordian
Capital Strategies Total Return).

The management fee will be charged quarterly in advance, based on the value of each Fund Investor’s
capital account as of the first day of the quarter. Gordian Capital may elect to reduce, otherwise
modify or waive the management fee with respect to any Fund Investor. If capital contributions are
made at any time other than at the beginning of a calendar quarter, a pro rata portion of the
management fee will be charged by Gordian Capital in respect of such capital contribution (based on
the actual number of days remaining in such partial quarter) and, if the value of such capital
contribution changes the calculation of the management fee, Gordian Capital will adjust the
management fee such that the lower management fee is charged to such Investor’s capital account
for the entire quarter.

Gordian Capital generally does not permit Investors to withdraw from the Fund on dates other than
those specified in the Constituent Documents; in the event that Gordian Capital makes an exception
to this policy it will pro rate prepaid management fees for Interests held for less than the applicable
period of time. Prepaid but unearned fees are refunded to the Fund Investor.

       2.      Performance Fee
Subject to the "high water mark" provision discussed below, Gordian Capital will receive an annual
incentive allocation, calculated as a percentage of the net income allocated to each Client account, if
net income exceeds a 3% return (the “Hurdle Rate”). The incentive allocation is subject to a “high
water mark” procedure under which Gordian Capital receives an incentive allocation from a Client
only to the extent net income allocated to that Client’s account exceeds any net losses allocated to it
that have not been recovered. Gordian Capital’s incentive allocation is 15%. The incentive allocation
is accrued by the Fund’s Administrator on a monthly basis and calculated as of the last business day
of the year. The incentive allocation will only be charged to Investors in the Funds who are “qualified

clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended (“Advisers Act”),
in accordance with the provisions of the California Corporations Code Section 260.234.
The incentive allocation is paid after the end of the year and as of any date on which a Fund Investor
makes a withdrawal or receives a distribution from such Investor’s capital account(s).
       3.      Fee Comparison
Client expenses, including the management fee and incentive allocation may constitute a higher
percentage of average net assets than would be found in other investment vehicles. Lower fees for
comparable services may be available from other sources.
B.     Payment of Fees
Management fees, incentive allocations, and third-party fees (discussed below) are deducted from
Client assets.
The management fee will be charged quarterly in advance, based on the value of each Investor’s
capital account as of the first day of the quarter. Gordian Capital may elect to reduce, otherwise
modify or waive the management fee with respect to any Investor. If capital contributions are made
at any time other than at the beginning of a calendar quarter, a pro rata portion of the management
fee will be charged by Gordian Capital in respect of such capital contribution (based on the actual
number of days remaining in such partial quarter) and, if the value of such capital contribution
changes the calculation of the management fee, Gordian Capital will adjust the management fee such
that the lower management fee is charged to such Investor’s capital account for the entire quarter.
Incentive allocations are accrued by the Fund’s Administrator on a monthly basis, but are calculated
as of the last business day of the year. The incentive allocation is paid after the end of the year and
as of any date on which an Investor makes a withdrawal or receives a distribution from such
Investor’s capital account(s).
C.     Third-Party Fees
The Client shall pay such costs and expenses as Gordian Capital shall reasonably determine to be
necessary, appropriate, advisable or convenient to carry on its business and realize its objective,
including but not limited to: (i) management fees; (ii) all general investment expenses (i.e., expenses
which Gordian Capital reasonably determines to be directly related to the investment of Client
assets); (iii) all administrative, legal, accounting, auditing, record-keeping, tax form preparation,
compliance and consulting costs and expenses; (iv) fees, costs and expenses of third-party service
providers that provide such services; and, (v) any extraordinary expenses, among other expenses.
Gordian Capital’s fees are exclusive of brokerage commissions, transaction fees, and other related
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Item 7 – Types of Clients
Gordian Capital provides investment advice and management to the Fund. Gordian Capital may in
the future provide the same or similar services to other privately placed investment funds and/or
separately managed accounts.
Gordian Capital intends to restrict the number of Investors in its Fund and will offer Interests only
through non-public transactions in order to maintain the Funds’ exclusion from “investment
company” status under the Investment Company Act of 1940, as amended (the “Investment Company
Act”).
Prospective Investors in the Fund must meet eligibility criteria, and are subject to certain withdrawal
requirements and limitations. Prospective Investors are encouraged to thoroughly review the Fund’s
Constituent Documents, which set forth all of the terms in detail.
Each Investor in the Fund generally must be an “accredited investor” (as defined in Regulation D
under the Securities Act of 1933) and “qualified purchaser” (as defined in Section 2(a)(51) of the
Investment Company Act). Investors must meet other criteria as specified in the Constituent
Documents. The minimum initial investment is $500,000, subject to waiver at the discretion of
Gordian Capital.