Noctua International WMG LLC

FEES AND COMPENSATION

A.    Advisory Services and Fees

       Written investment advisory agreements govern the terms of compensation and
the manner in which we charge fees to each of our clients. The fees we charge for our
advisory services are negotiable depending on the circumstances of the client’s account
and the service levels we provide to the client. Subject to the terms of their investment
advisory agreement, clients may elect to be billed directly for fees or may authorize us
to directly deduct fees from the client’s account. For instance, we directly deduct our
fees from SMAs. In limited instances, we bill our fees for SMAs. We generally bill our
fees, or directly deduct our fees from client accounts with a standing letter of
instruction signed by the client and presented to the custodian, on a quarterly basis (or
as frequently as agreed to according to the agreement signed between Adviser and
client). Our fees are payable in arrears.

       Adviser may enter into flat fee arrangements from time to time, typically for
research services provided to clients or client accounts. For a detailed description of
our fee arrangements, please see “Item 5 Fees and Compensation − Fees” below.

       When presenting pooled investment opportunities to prospective investors, all
fees related to these investments are clearly stated and reported. Expenses such as
directors’ fees, accounting services, regulatory filing fees and expenses, and legal fees,
among others, are absorbed by the investment vehicle put in place for the specific
transaction. For investment portfolios, the clients are responsible for execution costs
charged by the custodian involved in the clients’ accounts. Legal and tax services are
hired directly by the client and paid by them.

    We do not receive a brokerage commission or other compensation attributable to
the sale of securities or other investment products.

   For a discussion of the factors that we consider in selecting or recommending
broker-dealers for client transactions and determining the reasonableness of
commissions and compensation for such broker-dealers, please see “Item 12 Brokerage
Practices − Selection of Broker-Dealers and Reasonableness of Compensation.”

      The fees relating to our trading strategies are generally as follows:

For our clients, particularly SMAs, management and performance fees are negotiable
and vary due to account size and other factors and are typically based on the nominal
account size. Management fees typically range from .25% to 1% of the average capital
base of assets under management for such accounts. Such fees are negotiable.
Performance fees will range depending on the Incentive Fee plus LIBOR of the annual
net profits attributable to such accounts, in most cases with hurdle rates.

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Management fees are payable quarterly in arrears. Performance fees are payable in
arrears at year end.

      Pursuant to the terms of the client’s investment advisory agreement, if the
investment advisory relationship is terminated as of any date other than the last
business day of the applicable payment period, we typically charge a prorated
management fee based on the ratio that the number of days for which investment
advisory services were rendered bears to the total number of days in that payment
period. In the event that the investment advisory relationship is terminated other than
at the end of a performance allocation calculation period, such termination date shall
typically be treated as the end of a performance allocation calculation period, and, if
earned, we will effect such performance allocation. We may elect to reduce, waive,
assign or otherwise share the management fee and incentive allocations set forth above
without notice to or the consent of any client.

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TYPES OF CLIENTS

       We currently provide investment advisory services primarily to individuals and
corporations and from time-to-time pooled investment vehicles. Interests in SMAs are
offered to high net worth individuals, financially sophisticated individuals and
institutional investors, including trusts, estates, or charitable organizations, pension
and profit sharing plans and comingled investment vehicles, including investment
companies.

       We are able to, in our sole discretion, waive any of the account and/or
subscription requirements as it pertains to initial investment amount.

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