Memphis Capital Management LLC

Fees and Compensation
      Description
      MCM bases its fees on a percentage of assets under management.
      The Fund shall pay MCM an annual investment advisory fee of 0.25% of the net
      asset value of the Fund reduced by the aggregate investment advisory fees paid
      to MCM by the Financing Subsidiary accrued monthly and payable quarterly, in
      arrears.
      The Financing Subsidiary shall pay MCM an annual management fee of 0.25% of
      the equity interest of the Financing Subsidiary in the assets held in the Financing
      Subsidiary, accrued monthly and payable quarterly in arrears.
      Fees are NOT NEGOTIABLE.

                          Memphis Capital Management, LLC

      Fee Billing
      Investment Advisory fees are billed quarterly, in ARREARS, meaning that we
      invoice clients AFTER the three-month billing period has ENDED. Payment in full
      is expected upon invoice presentation. Fees are usually deducted from a
      designated client account to facilitate billing. The client must consent in advance
      to direct debiting of their investment account if the client chooses this payment
      method.

      Other Fees
      MCM fees are exclusive of brokerage commissions, transaction fees, and other
      related costs and expenses which shall be incurred by the client. Clients will
      incur any broker commissions, custodial fees, licensing fees (if any), transfer and
      other taxes, legal, research, auditing, accounting and tax preparation fees and
      expenses and interest expense related to advisory services.
      Such charges, fees and commissions are exclusive of and in addition to MCM’s
      fees, and MCM shall not receive any portion of these commissions, fees, and
      costs.
      Joel Banes, a registered representative of Stonewall Investments Tennessee, Inc.
      dba as Memphis Capital, a broker-dealer, earns brokerage commissions on the
      sale of securities. This practice creates a potential conflict of interest such that
      recommendations to clients for certain investment products could be based
      upon the compensation received. This practice is disclosed to all MCM clients.
      MCM monitors this potential conflict and makes investment recommendations
      based only upon the best interests of the client. Clients also have the option to
      purchase investment products through other broker-dealers that are not
      affiliated with MCM if they notify us at the time the investment advisory
      relationship begins.

Performance-Based Fees and Side-By-Side Management
      Sharing of Capital Gains
      In some cases, MCM will enter into performance fee arrangements with qualified
      clients. MCM will structure any performance or incentive fee arrangement
      subject to the Investment Advisors Act of 1940 and all other applicable rules and
      exemptions. In measuring clients' assets for the calculation of performance-
      based fees, MCM shall include realized and unrealized capital gains and losses.
      Performance-based fee arrangements may create an incentive for MCM to
      recommend investments which may be riskier or more speculative than those
      which would be recommended under a different fee arrangement. Such fee
      arrangements also create an incentive to favor higher fee paying accounts over
      other accounts in the allocation of investment opportunities.

                          Memphis Capital Management, LLC

Types of Clients
       Description
       MCM currently provides investment advice to qualified investors, private funds,
       private investment partnerships, and investment companies, including the Fund,
       International Fund and the Financing Subsidiary.

       Account Minimums
       For the Funds and the Financing Subsidiary, the Portfolio target minimum size is
       $100 million and its premium exposure in any one loan aims at 5% or less of the
       equity investment. This level cannot be assured if the portfolio falls below the
       $100 million level. To protect the premium, the advisor seeks to maintain the
       portfolio minimum at $100 million.
       The minimum investment in the private investment partnership is five hundred
       thousand dollars ($500,000).
       No minimum fee is assessed to the clients.

Methods of Analysis, Investment Strategies and Risk of Loss