Lion Capital Advisors LLC

Item 5: Fees and Compensation
For discretionary and non-discretionary investment management services in a separately managed
account, LionCap will charge a fee based upon assets under management. As described below, fees paid
to LionCap are exclusive of all custodial and transaction costs paid to the client’s custodian, brokers or
other third-party consultants and service providers. The Client should review all fees charged by funds,
brokers, LionCap and other service providers to the Client to understand the total amount of fees paid by
the client for investment and financial-related services.

The fee schedule for separately managed accounts, discretionary and non-discretionary, is as follows:

                    Assets under management         Management Fee
                    in USD or equivalent            Marginal Rate

                    From 0 to <2.5M                 1.50%
                    From 2.5 to <5M                 1.25%
                    From 5 to <10M                  1%
                    From 10 to <20M                 0.85%
                    From 20 to <50M                 0.75%
                    50M and higher                  Negotiable

Investment management fees are due and payable quarterly in arrears. At the end of every calendar
quarter, LionCap will calculate fees based upon the fair market value of the assets under management in
the client’s account on the last business day of the previous quarter, as valued by the client’s custodian
and including cash balances. Fees payable to LionCap are deducted directly from the client’s account with
the custodian. Each client must provide to their custodian a written authorization to withdraw from the
client’s account any fees that are due to LionCap.

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Either party may terminate the client IMA at any time and with immediate effect. LionCap does not charge
a termination fee. Clients remain responsible for investment advisory fees up to and including, but not
after, the effective date of termination. Termination of an IMA does not affect any transaction that has
been initiated but not yet settled at the time of termination.

Clients may engage LionCap for consulting, financial planning, reporting, and special projects. The scope of
such services, terms and conditions, and fees will be outlined in a written agreement. The fees for such
services are per-project, hourly, or negotiated with the client. LionCap offers consolidated reporting. The
fee for consolidated reporting services for accounts not managed by LionCap is generally a fixed fee of
$5,000 to $7,000, depending on the level of reporting. At our discretion, LionCap may offset all or a portion
of the fee against fees paid for investment management services.

Our separately managed account clients are responsible for other fees incurred as we manage their assets.
These include brokerage commissions/transaction fees, custodian fees, stamp duty, taxes, exchanges and
other trading- or custodial-related fees. Clients are responsible for third-party fees.

In addition to all other fees and expenses incurred in managing an advisory account, client accounts that
use margin strategies will also incur interest charges. When appropriate, LionCap may recommend using
margin and/or option transactions. Because these investment strategies involve a certain degree of
additional risk, they are only recommended when consistent with the client’s objectives and risk
tolerance. While a negative amount may appear on your statement for the margined security due to a
lower net market value, the fee amount is based on the absolute market value as determined by the
custodian(s). This could create a conflict of interest in which LionCap benefits from using margin, resulting
in a higher absolute market value and, therefore, a higher fee. The use of margin also results in interest
charges in addition to all other fees and expenses associated with the security involved.

We will invest discretionary client assets in unaffiliated mutual funds, exchange-traded funds (“ETFs”), or
private funds. When this happens, clients will be responsible for the fees that are disclosed in each fund’s
prospectus or private placement memorandum. Such fees are exclusive of and in addition to our
management fee. Mutual fund companies generally offer multiple share classes of the same fund. Share
classes are described in the mutual fund's prospectus. Each share class charges different fees and internal
expenses. Depending on the share class selected, fees and internal expenses charges may be higher or
lower. Certain funds do not charge a transaction fee but have higher internal expenses. Selecting funds
with higher fees and expenses may adversely affect an account’s long-term performance. LionCap’s policy
is to generally recommend that clients invest in the lowest-cost share class available, based on the client’s
individual needs. LionCap typically recommends institutional or advisor share classes that usually have the
lowest expense ratios and are more beneficial than other share classes. Institutional or Advisor share
classes are generally available to investors in qualified fee-based advisor programs or accounts that meet
certain minimum investment requirements.

When deemed appropriate for a client’s specific situation, LionCap may recommend selecting or holding
a mutual fund share class that charges higher internal expenses than other available share classes within
the same family. LionCap will conduct periodic testing to ensure that the appropriate recommended share
class has been selected for its clients. For share classes transferred in from other institutions, LionCap’s
policy is to as soon as practicable evaluate whether more beneficial share classes may be available for the
client to exchange at no cost and recommend that the client switch to a different lower-cost share class,
...

Item 7: Types of Clients
LionCap provides investment management services to individuals, high-net-worth individuals, their families,
corporations, trusts, foundations, business entities and may provide advice to SPVs, private investment vehicles or
other investment funds.

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