Lieblong & Associates Inc

Fees and Compensation
DESCRIPTION OF COMPENSATION AND FEE SCHEDULE

In consideration of our advisory services, we or our affiliate generally is entitled to receive
management fees and/or performance-based fees or allocations. While fees and

allocations are described in detail in the applicable governing, account and/or offering
documents, an overview of our basic fee schedule is summarized below.

The Fund

With respect to the Fund, our affiliate is entitled to receive a management fee, payable
with respect to each calendar quarter in arrears, equal to 0.5% (2.0% per annum) of the
net asset value of the Fund.

In addition, realized net profits are allocated among the investors in the Fund and our
affiliate in the following order and priority: (a) first, to each investor and our affiliate in
proportion to an amount equal to the aggregate losses and other items of deduction that
have previously been allocated to such investor or our affiliate and not otherwise offset
by previous allocations of realized net profits; (b) second, 20% of all remaining realized
net profits to our affiliate; and (c) third, 80% of all remaining realized net profits to each
investor and our affiliate.

Distributions that the General Partner is entitled to receive with respect to each investor
pursuant to clause (b) above are referred to herein as “performance allocations.”

Each investor in the Fund is generally required to represent that it is (among other things)
an “accredited investor” as defined in Rule 501(a) of Regulation D under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), and a “qualified purchaser” as
defined in Section 2(a)(51)(i)(A) of the Investment Company Act of 1940, as amended
(the “Company Act”).

Our fees with respect to the Fund and each investor therein generally are not negotiable.
However, we have entered into, and may enter into in the future, side letters or similar
arrangements with certain investors that grant different terms (including lower fees) to
such investors than the terms generally applicable to other investors.

Advisory Accounts

With respect to each Advisory Account client, we generally receive management fees
equal to a percentage of assets under management. These fees include both investment
management and execution services and a separate brokerage commission is not
charged. Management fees charged with respect to Advisory Account clients are
negotiable based upon various factors, including, but not limited to, the size of the
Advisory Account and the nature of the advisory services provided. The specific terms

with respect to each Advisory Account client are fully disclosed in the applicable
investment management agreement.

PAYMENT OF FEES

The Fund

Management fees generally are payable quarterly, in arrears, on the fifteenth day of
January, April, July and October of each year. Management fees are deducted directly
from the capital account of each investor.

Performance allocations are calculated and re-allocated from each capital account of an
investor to the capital account of our affiliate as of the end of each fiscal year (and at such
other times as set forth in the partnership agreement). Performance allocations are
allocated directly from each capital account of an investor to that of our affiliate.

Advisory Accounts

Management fees generally are calculated quarterly in advance based on the agreed-
upon percentage of assets under management and are deducted from the Advisory
Account as of the beginning of each calendar quarter. By signing the relevant investment
advisory agreement, the Advisory Account client agrees to the negotiated fees, which
are deducted at the beginning of the calendar quarter. The initial fee generally is due in
full once the account is approved for the program and has obtained minimum opening
size. Management fees are pro-rated for periods less than a full calendar quarter.
Additional assets received into the account will be charged a pro-rated fee based on the
number of days remaining in the fee period. A pro-rated refund of cash fees paid in
advance will be made if an investment advisory agreement is terminated by either party
or if the Advisory Account client withdraws substantially all of its assets from its Advisory
Account. Fees on assets held in securities such as CDs and money market instruments
may be waived at the advisor’s discretion. No fee adjustment will be made for partial
withdrawals or for account appreciation or depreciation within a billing period.
Clients may terminate their investment advisory agreement within five business days of
execution and receive a full refund of management fees.

OTHER FEES AND EXPENSES

The Fund

In addition to management fees and performance-based allocations, the Fund bears the
actual and reasonable out-of-pocket expenses incurred in connection with the
management of the business affairs of the Fund such as legal and accounting fees. The

Fund is also responsible for any expenses incurred in connection with the offering of
limited partnership interests.

Advisory Accounts

In addition to management fees, each Advisory Account client generally bears all costs
and expenses relating to the Advisory Account’s investment activities, including but not
limited to retirement or account fees, exchange fees, postage and handling charges,
miscellaneous taxes, exchange and regulatory fees, and the expenses and fees of mutual
funds. We also from time to time receive 12b-1 fees and/or underwriting commissions
from mutual funds for the sale of interests in such mutual fund. This may create an
incentive for us to recommend products based on revenues, instead of a client’s best
interest. To address this conflict, 100% of all anticipated 12b-1 fees received with respect
to a client will be offset and refunded to the client. In addition, we attempt to address
this conflict through full and fair disclosure in this brochure.
...

Types of Clients
DESCRIPTION

We currently provide investment advisory services with respect to various types of clients
including a private pooled investment fund, individuals, pension and profit sharing plans,
trusts, estates, charitable organizations, corporations and other business entities. We
may in the future provide investment advisory services to other types of clients.

ACCOUNT REQUIREMENTS

The Fund

The minimum initial contribution routinely required for an investor in the Fund is
$2,000,000; provided, however, capital contributions of lesser amounts may be accepted
in the discretion of the General Partner.

To invest in the Fund, investors generally must be, among other things, “accredited
investors” as defined in Rule 501(a) of Regulation D under the Securities Act, and
“qualified purchasers” as such term is defined in Section 2(a)(51)(A) of the Company Act.

Advisory Accounts

Advisory Account clients are required to sign investment management agreements
(and/or other contractual arrangements) that, among other things, set forth the nature
and scope of our investment management authority and the investment objectives,
guidelines and restrictions applicable to the management of the Advisory Accounts. In
addition, Advisory Account clients generally must meet certain net worth, net asset
and/or other eligibility requirements imposed by various securities laws.

Methods of Analysis, Investment Strategies, and Risk of Loss
The Fund

The primary investment objective of the Fund is to generate a high total return of capital
through investments in equity and debt securities of domestic and foreign issuers. To
achieve the Fund’s investment objective, we select equity securities for the Fund based
on a variety of factors, including the company’s managerial strength and prospects for
growth and competitive position. In determining whether the Fund should invest in a
particular debt security, we review the terms of the instrument and evaluate the

creditworthiness of the issuer of the instrument, considering all factors which we deem
relevant, including, as deemed applicable, a review of an issuer’s cash flow; level of short-
term debt; leverage; capitalization; the quality and depth of management; profitability;
return on assets; and economic factors relative to the issuer’s industry.

Advisory Accounts

In determining an Advisory Account client’s investment strategy, we consider many
factors including age, net worth, risk aversion, family consideration, education,
experience, health, and many other factors. However, the Advisory Accounts are
managed in accordance with the terms, conditions, guidelines and limitations set forth
in the applicable investment management agreements.

With respect to the Fund and each Advisory Account, we use a fundamental method of
security analysis. The main sources used to complete security analysis include financial
newspapers and magazines, inspections of corporate activities, research material
prepared by others, corporate rating services, annual reports, prospectuses, Securities
and Exchange Commission (“SEC”) filings and company press releases. The strategies
used to implement advice include long and short term purchases, trading, short sales,
margin transactions and option writing.

The investment strategies summarized above are not intended to be comprehensive. For
more information regarding the investment strategies of the Fund, please see the
governing and offering documents of the Fund.

CERTAIN RISK FACTORS

There can be no assurance that clients or investors will achieve their investment objectives
or that investments will be successful. All investment strategies involve a substantial degree
of risk, including risk of complete loss. Nothing in this brochure is intended to imply, and no
one is or will be authorized to represent, that our investment strategies are low risk or risk
free. Prospective investors and clients should consider the following risks, among others,
before making any investment decisions. The various risks outlined below are not the only
risks associated with our investment strategies and processes and may not necessarily apply
to each client or investor. Investors are urged to consult with their own independent
financial, legal and tax advisors before making any investment decisions. With respect to
the Fund, the following risks are qualified in their entirety by the risks set forth in the
applicable offering documents.

General Economic and Market Conditions. The success of our activities will be affected by
changes in general global, regional and U.S. economic and geopolitical conditions and
national and international political circumstances and developments and other
circumstances and occurrences (including without limitation, wars, epidemics,
pandemics, outbreaks of disease, terrorist acts, security operations, bank failures or

financial institution instability, disruptions in the financial industry, natural disasters,
high inflation or deflation, recessions, government operations and changes in interest
rates), as well as changes in government or regulatory policy precipitated by the
foregoing. For example, the hostilities and disputes between Russia and Ukraine and
Israel and Hamas, as well as the recent bank failures could destabilize the worldwide
economy and equity markets in various respects. Interest rates, general levels of
economic activity, the price of securities and participation by other investors in the
financial markets may affect the value and number of investments made by our clients
or considered for prospective investment. Material changes and fluctuations in the
economic environment, particularly of the type experienced in the years following 2008
that caused significant dislocations, illiquidity and volatility in the wider global economy,
and the market changes that have resulted and may continue to result from the novel
...