Gravity Capital Management LLC

FEES AND COMPENSATION

A. Advisory Services and Fees
         GCM provides investment advisory services to the SMAs pursuant to separately managed
 account investment management agreements between the SMAs and GCM (such investment
 management agreements between GCM and the Clients, the “Agreements”). The Agreements set
 forth in detail the relevant fee structure for each Client.
         Generally, GCM receives compensation from each SMA based on a percentage of the
 SMA’s assets under management and may be subject to additional fees at the discretion of GCM.
 Such fee arrangements for the SMAs are set forth in each Client’s respective Agreement. Fees may
 be negotiable depending on the SMA client’s investment objectives. Any changes in fees are made
 at the discretion of GCM. GCM collects performance-based fees in certain instances as outlined
 below.

B. Payment of Fees
         The annual investment management fee of the Clients shall generally be pro-rated and paid
 quarterly, in arrears, based upon the market value of the assets of each of the Client’s portfolios on
 the last day of the previous quarter. In some cases, the method by which fees are calculated may
 be different, depending on the services offered to the Clients.
         GCM may, in the Firm’s sole discretion, charge a different investment management fee
 based upon certain criteria (e.g., anticipated future earning capacity, anticipated future additional
 assets, dollar amount of assets to be managed, related accounts, account composition, etc.).
         Fees for the management of SMAs are usually deducted from a designated SMA brokerage
 or trading account to facilitate billing and such SMAs must consent in advance to direct debiting
 of investment management fees from their account.
         Fees for Clients who receive nondiscretionary advice for which GCM does not provide
 ongoing monitoring and does not effectuate trading are either charged a flat fee for a consulting
 project or are charged a management fee similar to what is outlined in the first paragraph of this
 section but such fee is limited to only the assets the Firm provides advice on.

C. Additional Expenses and Fees
         Brokers may charge transaction fees on purchases or sales of certain securities for the
 Clients. These transaction charges are usually small and incidental to the purchase or sale of a
 security and are charged directly to investors. Additional information regarding fees and expenses
 can be found in the Agreements and in Item 12 of this brochure.

D. Advanced Payment
        Payment of fees is made in arrears. In the event an Agreement is terminated, the Client will
be charged a prorated amount for services rendered.

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TYPES OF CLIENTS

        GCM provides investment management and advisory services to the SMAs directly. SMA
clients include individuals, high net worth individuals, trusts, charitable organizations and
insurance companies. SMA clients will be required to meet certain suitability qualifications to
comply with applicable federal securities laws and regulations. GCM also provides investment
recommendations on a nondiscretionary basis to certain Clients for whom GCM does not execute
or otherwise effectuate trades. GCM provides such Clients with investment recommendations and
does not have knowledge of the execution of such trades beforehand and generally is not aware of
the broader non-discretionary portfolio’s performance unless otherwise provided by such Client.
       GCM does not require a minimum investment amount in its SMAs.

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