Growthline Capital Management LLC

Item 5: Fees and Compensation

A. Fee Schedule

Performance-Based Portfolio Management Fees

Qualified Clients will pay an annual fee of 0.5-1.00% of assets under management along
with a 10-20% performance fee based on capital appreciation. If the portfolio rises in value,
then the client will pay 10-20% on that increase in value, but if the portfolio drops in value,
then the client will not incur a new performance fee until the portfolio reaches the last
highest value, adjusted for withdrawals and deposits, which is generally known as a “high
water mark.”

A qualified client is an investor that is exempt from the provision of the Investment
Advisers Act of 1940. This act prohibits private investment funds from charging
performance-based fees. A "qualified client" meets at least one of the following
parameters:

   •   An individual with at least $1.1 million in assets under management with the
       advisor immediately after entering into an investment advisory contract with the
       advisor.
   •   An individual with a net worth of $2.2 million or more, either individually or
       jointly with a spouse, immediately before entering into an advisory contract, not
       including the value of their primary residence. This is significantly more than the
       minimum required for accredited investors.
   •   An individual who matches the definition of a qualified purchaser at the time an
       advisory contract is enacted — including ownership of at least $5 million in
       investments.
   •   An individual with the position of executive officer, director, trustee, general
       partner, a person serving in a similar role, or the advisor.

GCM is the manager and provides advice to a private fund. The advisory fees that GCM
receives for providing those services are set forth in the agreement between GCM and the
Fund.

B. Payment of Fees

Payment of Performance-Based Fees

Portfolio management fees are withdrawn directly from the client’s accounts with client’s
written authorization. Fees are paid annually in monthly.

       Performance-based fees are withdrawn directly from the client’s accounts with client’s
       written authorization. Fees are paid annually in arrears.

       C. Client Responsibility For Third Party Fees

       Clients are responsible for the payment of all third party fees (i.e. custodian fees,
       brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and
       distinct from the fees and expenses charged by GCM. Please see Item 12 of this brochure
       regarding broker-dealer/custodian.

       D. Prepayment of Fees

       GCM collects its fees in arrears. It does not collect fees in advance.

       E. Outside Compensation For the Sale of Securities to Clients

       Neither GCM nor its supervised persons accept any compensation for the sale of
       investment products, including asset-based sales charges or service fees from the sale of
       mutual funds.

       Private Funds are responsible for the payment of all third party fees (i.e. custodian fees,
       brokerage fees, accounting/audit fees, administration fees, etc.). Those fees are separate
       and distinct from the fees and expenses charged by GCM.

Item 7: Types of Clients

GCM generally provides advisory services to High-Net-Worth Individuals and Pooled
Investment Vehicles.

There is no account minimum for any of GCM’s services.