Harch Capital Management LLC

Item 5   Fees and Compensation

A. The firm separately negotiates the terms of each investment management contract with clients. Fees
are normally based on a percentage of the assets under management or with respect to which advisory
services are rendered, and such fees vary based on the amount and type of assets and services involved.
For example, for an account of $100 million, the firm may be paid an annual investment management fee
equal to 0.50%, or $500,000. Such fees are generally payable quarterly in arrears based on either (i) the
average valuation of the assets under management or the subject of advisory services on the last trading
day of each month in the quarter, or (ii) the valuation of the assets under management or the subject of
advisory services as of the last trading day of the quarter. The firm generally employs third party pricing
services and does not price securities itself, and virtually all of the securities and loans in which the firm
invests are publicly traded and liquid (except during exceptional circumstances, such as the 2008 financial
crisis). Although also subject to negotiation, the firm's investment management contracts are terminable by
the client upon short notice (generally 30 or 60 days).

B. The firm does generally subtract fees from client accounts.

C. Clients also pay certain expenses associated with their accounts such as Prime Broker Fees, Custodial
Fees and transaction fees.

D. Fees are generally paid quarterly in arrears. Clients do not pay fees in advance.

E. Neither the firm nor any of its employees is paid fees on the sale of securities or other investment
products. The firm does not charge mark-ups on any securities it purchases in client accounts. The only
fee a client pays is the investment management fee described in Item 5 A above.

Item 7       Types of Clients

The firm generally provides services to high net worth individuals.