Pan Reliance LLC

ITEM 5 – FEES AND COMPENSATION

    Item 5.A           Describe how you are compensated for your advisory services. Provide your fee
                       schedule. Disclose whether the fees are negotiable.

                       Pan Reliance’s basic advisory fee is generally 0.4% to 1.5% per year of assets for
                       which advice or consultation is provided. Such advisory fees are disclosed in the
                       respective Advisory Client’s investment management agreement, investment
                       consulting agreement or confidential offering memorandum. However, the level
                       of service may vary depending on individual circumstances and thus, fees are
                       negotiable depending on time, effort, and expertise involved. Fees are computed
                       and payable quarterly or on such other basis as is mutually agreed with the
                       Advisory Client.

                       From time to time, Pan Reliance may also charge performance-based advisory
                       fees generally up to an amount equal to 10% of net profits, which may be paid via
                       AH Haynes, and which may be subject to a hurdle and/or a loss carryforward
                       provision, the terms of which are negotiated between Pan Reliance, or AH Haynes
                       as applicable, and the Advisory Client. Such agreements shall comply with the
                       provisions of Rule 205-3 of the Investment Advisers Act of 1940, as amended.

    Item 5.B           Describe whether you deduct fees from clients’ assets or bill clients for fees
                       incurred. If clients may select either method, disclose this fact. Explain how often
                       you bill clients or deduct your fees.

                       Pan Reliance invoices each Advisory Client on a quarterly basis, or as otherwise
                       mutually agreed between Pan Reliance and the Advisory Client.

    Item 5.C           Describe any other types of fees or expenses clients may pay in connection with
                       your advisory services, such as custodian fees or mutual fund expenses. Disclose
                       that clients will incur brokerage and other transaction costs, and direct clients to
                       the section(s) of your Brochure that discuss brokerage.

                       Advisory Clients will typically NOT pay brokerage fees, as hedge funds are not
                       typically bought and sold through brokers. Rather, hedge funds are privately-
                       placed securities and are subscribed to or redeemed directly from the issuer.

                       It is possible (but not at all typical) that, from time to time, an Advisory Client
                       will have tradable securities in its portfolio that may be subject to brokerage or
                       other related fees. This could be the result of an involuntary distribution from a
                       hedge fund, for example. Brokerage is discussed in Item 12 of this Brochure.

                       Advisory Clients using a custodian or nominee will typically incur trading costs to
                       subscribe and redeem from their hedge fund investments when directed by Pan

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                        Reliance; such costs are payable to the custodian or nominee. These fees are
                        typically fixed per transaction and agreed upon directly between the Advisory
                        Client and the custodian or nominee. Pan Reliance does not receive any of these
                        fees and typically is not involved in negotiating them. Pan Reliance can help the
                        Advisory Client to select a custodian, but Pan Reliance derives no financial
                        benefit (either directly or indirectly) from the selection of one custodian over
                        another.

                        Advisory Clients may pay redemption fees in connection with the redemption of
                        certain hedge fund positions. Pan Reliance typically attempts to manage its
                        portfolio in a way that balances the cost of redemption fees with the benefits to
                        the Advisory Client associated with the redemption, occasionally leading to the
                        payment of redemption fees. In the absence of an existing directive from the
                        Advisory Client with respect to redemption fees, Pan Reliance may consult with
                        the Advisory Client before placing any redemption that would trigger a
                        redemption fee. Redemption fees are typically paid to the hedge fund or to its
                        manager; in no case are such fees paid to Pan Reliance. Pan Reliance can attempt
                        to negotiate these fees on behalf of the Advisory Client, but in many cases, they
                        are not negotiable.

                        Fund clients and any Account clients that are themselves set up as pooled vehicles
                        will likely be subject to other expenses, such as administration fees, audit fees,
                        banking fees, custody fees, director’s fees, government fees, legal fees or
                        regulatory fees. Typically, these fees are independent of any services provided by
                        Pan Reliance. Pan Reliance does not receive any of these fees and typically is not
                        involved in negotiating them.

    Item 5.D            If your clients either may or must pay your fees in advance, disclose this fact.
                        Explain how a client may obtain a refund of a pre-paid fee if the advisory contract
                        is terminated before the end of the billing period. Explain how you will determine
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ITEM 7 – TYPES OF CLIENTS

    Describe the types of clients to whom you generally provide investment advice, such as individuals, trusts,
    investment companies, or pension plans. If you have any requirements for opening or maintaining an
    account, such as a minimum account size, disclose the requirements.

    Pan Reliance provides investment advisory services p ri ma ri ly for pooled vehicles and institutional
    investors, but also individuals. As described in Item 4C of this Brochure, Pan Reliance has two types of
    clients: funds and accounts.

           Funds are commingled vehicles, which accept investments from sophisticated investors meeting
            certain criteria. An investment in a Fund is generally restricted to investors, which qualify as
            “accredited investors,” as that term is defined under rule 501(a) of Regulation D of the Securities
            Act of 1933. Some Funds further require investors to qualify as “qualified purchasers” as that
            term is defined under the Investment Company Act of 1940.
           Accounts are managed for and on behalf of individuals or institutions. Institutions may include
            (without limitation) banks, insurers, pensions, endowments, money managers and family offices.

    Pan Reliance’s engagements typically require a minimum account size. In addition, each Fund client
    typically has a minimum required investment for its own investors, which is detailed in the offering
    documents of the Fund or in discussions with an individual or institution for a separately managed account.
    Specific account arrangements, including minimum account sizes, may be set up at Pan Reliance’s sole
    discretion and are subject to waiver at the discretion of Pan Reliance.

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