Idle Hill Advisors LLC

Item 5: Fees and Compensation
A. Fee Schedule
                                                           Portfolio Management Fees
IHAL uses an average of the daily balance in the client's account throughout the
billing period, after taking into account deposits and withdrawals, for purposes of
determining the market value of the assets upon which the advisory fee is based.
IHAL charges a tiered blended rate determined by the total assets under our
management for a client, their spouse, and any entity or trust accounts that they
control. IHAL will receive its standard fee on top of the fee paid to any third-party
adviser.

Total Assets Under Management           Annual Fees
Below $500,000                          1.45%
$500,001 – $2,000,000                   1.25%
$2,000,001 - $5,000,000                 1.00%
$5,000,001 – AND UP                     0.75%

For example, if a client had $2,500,000 (between all their accounts), their fee would
be 1.45% on the first $500,000, 1.25% on the amount between $500,000 and
$2,000,000, and 1.00% on the remaining $500,000, for a total fee of 1.24%.

IHAL may, by agreement with a client, waive the fee for certain accounts. If IHAL
has agreed to do so, IHAL will list those accounts in each client contract, or in
another contract addendum signed by IHAL and the client. If IHAL has agreed to
waive its fee on an account in this way, then the balance of that account will still be
considered when determining the total assets under management for billing the
remaining accounts. So in the example above, if $1,000,000 of the client’s assets
were in accounts where we had agreed to waive our fee, then we would still only
charge 1.24% on the remaining accounts. (If we only calculated the fee on
$1,500,000, then the total fee would be 1.32%.)

IHAL may, by agreement with a client, charge a flat fee instead of this tiered rate.
Those fees will not exceed 1.45% per year.

The fee for portfolio management services on assets held away from IHAL is
negotiable and will not exceed 1.45% of the assets advised per year.

These fees are generally negotiable, and the final fee schedule will be memorialized
in the client’s advisory agreement. Clients may terminate the agreement without
penalty for a full refund of IHAL's fees within five business days of signing the
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Investment Advisory Contract. Thereafter, clients may terminate the Investment
Advisory Contract immediately upon written notice.

                                                       Selection of Other Advisers Fees
IHAL may direct clients to third-party investment advisers. IHAL will receive its
standard fee on top of the fee paid to any third-party adviser. The fees shared are
negotiable and will not exceed any limit imposed by any regulatory agency. The
notice of termination requirement and payment of fees for third-party investment
advisers will depend on the specific third-party adviser selected.

B. Payment of Fees
                                               Payment of Portfolio Management Fees
Asset-based portfolio management fees are withdrawn directly from the client's
accounts with client's written authorization on a monthly basis. IHAL will bill
clients for fees on assets held away. Fees are paid in arrears.

                                          Payment of Selection of Other Advisers Fees
The timing, frequency, and method of paying fees for selection of third-party
managers will depend on the specific third-party adviser selected and will be
disclosed to the client prior to entering into a relationship with the third-party
advisor.

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 IHAL. Please see Item 12 of this
brochure regarding broker-dealer/custodian.

D. Prepayment of Fees
IHAL collects its fees in arrears. It does not collect fees in advance.

E. Outside Compensation For the Sale of Securities to Clients
Neither IHAL 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.

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Item 7: Types of Clients
IHAL generally provides advisory services to the following types of clients:

   •   Individuals
   •   High-Net-Worth Individuals
   •   Corporations or Business Entities

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

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