KUHN Capital Partners LLC

Item 5: Fees and Compensation

Method of Compensation and Fee Schedule

 Asset Management

KCP’s asset management fees are negotiable and will vary depending upon factors such as the size
and complexity of assets being managed, investment strategies to be employed by the Firm, and
Client’s relationship with the Firm.

The asset management fees for discretionary and non-discretionary management is calculated as an
annual fee based upon the percentage of assets under management by KCP and charged monthly in
advance as agreed upon and disclosed in the SMA Client’s IMA. The annual management fees are up
to 2.75%, calculated based on the assets under management on last trading day of the previous billing
period as provided by Advyzon, our third-party technology platform provider, unless KCP otherwise
agrees in writing. The billing rate is calculated by dividing the total annual rate over the actual number
of days in the billing period relative to the total days within the year. Billable balances include: accrued
interest on fixed income holdings, accrued dividends, cash and money market accrued interest. The
management fees could be adjusted on a “sliding scale” basis as assets grow over time. Mulitple
accounts belonging to the same family could be combined to calculate management fees as agreed
upon. For accounts opened or closed mid-billing period, fees will be prorated based on the days services
are provided during the given period. All unpaid earned fees will be due to KCP.

Clients could also have a flat management fee arrangement paid on a monthly basis.

KCP will generally deduct the fees from a SMA Client account by instructing the SMA Client’s custodian
or, in the alternative, KCP may invoice the SMA Client to pay seperately by wire or check. If the SMA
Client elects to pay by automatic deduction from an existing investment account, the SMA Client will
provide written authorization to KCP for such charge. SMA Client’s should notify KCP within ten (10)
days of receipt of an invoice if you have questions about or dispute any billing entry.
SMA Clients can terminate their IMA by providing KCP thirty (30) days’ written notice. Upon termination,
SMA Client will be entitled to a pro-rated refund of any unearned prepaid asset management fees
calculated through the effective date of termination.

 Affiliated Fund Fees

Subject to disclosures in the KCP Fund’s respective Governing Documents, KCP and/or affiliates will
receive compensation consisting of (1) an annual management fee; and (2) a performance-based
allocation which is calculated based upon a percentage of the net capital appreciation of the Funds at
the end of each fiscal period as defined in the respective Fund’s Governing Documents, generally
subject to a high-water mark depending on the respective Fund’s disclosures in the Governing
Documents.

In general, management fees for investing in the KCP Funds range between 1.0% – 2.0% of either net
asset value or committed capital pursuant to the respective Fund’s Governing Documents. Incentive
compensation ranges between 15% to 25%, subject to a high-water mark, again, depending on the

respective Fund’s Governing Documents. Specific performance-based hurdles and Fund expenses are
disclosed in the Funds’ respective Governing Documents. Such fees will be deducted from an investor’s
net asset value. Management Fees are generally charged either monthly or quarterly in advance and
debited to the investors net asset value by the independent third-party administrator. Incentive Fees are
charged monthly or quarterly, generally in arrears and debited from the investors net asset value by the
independent third-party administrator. Incentive fees are subject to a high-water mark as disclosed in
the respective Fund’s Governing Documents, depending on the Fund. KCP may, but is not required to,
reduce, offset, or eliminate the management fee or performance-based fee with respect to any limited
partner in its sole discretion. Redemptions from the Funds vary based on the respective Fund.
Redemption notification is generally ninety days written notice for the KCP Opportunity Fund, L.P.
Bison Alpha Fund, L.P. has a twelve (12 month) lock-up period and then a ninety (90) day written
redemption request requirement; Bison II, L.P. and KCP Energy Fund L.P. have no redemption rights.
Investors should consider their liquidity needs prior to investing in Funds.

 Other Third-Party Managers

KCP has entered into sub-advisory agreements with certain independent registered investment
advisers to manage a portion of SMA Client accounts should they align with such SMA Client’s
investment objectives and risk tolerance. Sub-advisory fee arrangements vary depending on the third-
party manager. Certain third-party managers charge SMA Clients management fees in addition to KCP
Management Fees, or have established a fee-sharing arrangement with KCP. Management Fees can
be charged in advance or in arrears. SMA Clients must consent to such arrangements and should
review third-party manager disclosure agreements and discuss such arrangements with KCP.

SMA Clients will also incur additional charges including but not limited to, mutual fund sales loads, 12b-
1 fees and surrender charges, and IRA and qualified retirement plan fees charged by third-party
managers for sub-advised accounts.

Solicitation Fees

KCP has a solicitation agreement with an independent third-party manager whereby KCP will refer SMA
Clients to such third-party manager, if such advisory services are in the best interest of the SMA Client.
Pursuant to the solicitation agreement, the independent third-party manager will provide the SMA Client
a disclosure document identifying the total management fees and the portion of the management fee
that will be paid to KCP. The independent third-party manager will rebate KCP the agreed upon portion
of the management fee. SMA Clients can terminate the third-party manager relationship pursuant to the
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Item 7: Types of Clients

  Description

  KCP provides investment advice to individuals, high net worth individuals or families, as well as trusts,
  foundations, and other business or family related entities, in addition to and pooled investment vehicles.
  Client relationships vary in scope and length of service.

  Investors in the Funds must generally be “accredited investors” as that term is defined in Rule 501 of
  Regulation D of the Securities Act of 1933 and “qualified purchasers” within the meaning of Section
  2(a)(51) and Rule 2a51-1 under the Investment Company Act of 1940. The investment minimums and
  investor eligibility requirements relating to investments in Funds are stated in the respective Fund’s
  Governing Documents. KCP and/or affiliated general partners of the respective Funds have the
  discretion to waive or modify the investment minimums.

Account Minimums

  KCP does not require a minimum to open an advisory account. Investors in private funds have a
  minimum, as described in the respective Fund’s confidential offering memorandum. Minimum account
  size for private fund investors can be waived at the discretion of the General Partner.