Osbon Capital Management LLC

Item 5.        Fees and Compensation

Portfolio Management/Portfolio Consulting Services

For our Portfolio Management services, we charge an annual fee based on a percentage
of assets under our management or advisement, in accordance with the fee schedule
below:

Assets under Management/Advisement ($)                      Annual Fee (%)

First $5 million                                                    1.00%
Next $5 million                                                     0.75%
Above $10 million                                                   0.50%

Our fees are directly debited in arrears at the end of each calendar quarter based upon the
value of the client's account at the end of the previous quarter.

Special Assets Management

Typically, each strategy and/or private fund vehicle will have a unique fee structure,
which will be outlined in the investment management agreement or limited partnership
agreement and other subscription documents.

Quantitative Strategy

There is no management fee and 20% performance fee, subject to a high water mark,
billed quarterly in arrears.

Private Placement Management Services

Fund management fees, carried interest and applicable expenses are outlined with
specificity in each Fund’s relevant offering documents.

Fees in General

Our fees and account minimums are not negotiable.

We group certain related client accounts for the purposes of determining the account size
and/or annualized fee.

Under no circumstances will we earn fees in excess of $500 more than six months in
advance of services rendered.

Account Termination

Client may terminate the agreement by providing us with oral or written notice at our
principal place of business. Upon termination of any account, any earned, unpaid fees
will be due and payable.

Investors should refer to the Funds’ Private Placement Memoranda and relevant offering
documents for a detailed account of termination and withdrawal provisions

ETF Fees and Expenses: All fees paid to our firm for investment advisory services are
separate and distinct from the fees and expenses charged by ETFs to their shareholders.
These fees and expenses are described in each fund's prospectus. These fees will

generally include a management fee and other fund expenses. A client could invest in
an ETF directly, without the services of our firm. In that case, the client would not
receive the services provided by us which are designed, among other things, to assist
the client in determining which ETFs are most appropriate to each client's financial
condition and objectives. Accordingly, the client should review both the fees charged
by ETFs and the fees charged by us to fully understand the total amount of fees to be
paid by the client and to thereby evaluate the advisory services being provided.

Brokerage and Custodial Fees

In addition to advisory fees paid to our firm, clients will also be responsible for all
transaction, brokerage, trade-away and custodial fees incurred as part of their account
management. Please see Item 12 of this Brochure for important disclosures regarding
our brokerage practices.

Cash Holdings:

Unless agreed otherwise, any and all account asset classes, including cash positions, are
included in the firm’s advisory fee calculation. At certain times our advisory fee may
exceed the money market yield for cash assets.

Side Letters

Osbon Capital or the Managing Member may in the future, waive or modify the terms of
investment for certain large or strategic investors in the Funds, in side letters or
otherwise, in its sole discretion, including but not necessarily limited to, a waiver or
lowering of Management Fees, a waiver or lowering of the Incentive Allocation,
preferential redemption rights, “Key Man” event provisions, “Most Favored Nation”
status and/or increased transparency or reporting.

Item 7.        Types of Clients

Our firm generally provides advisory services to individuals and their related personal
accounts.

We suggest a minimum aggregated account size of $1,000,000.