Pugh Capital Management Inc

Item 5 – Fees and Compensation

Client contracts and the fees associated with the services provided by Pugh Capital are negotiated with
each client individually. Investment advisory fees will be based on a schedule, such as the one below.
Actual fees will vary by client based on the assets under management managed by Pugh Capital for that
client, the strategy or strategies selected by the client, and other factors.

                                                                               Pugh Capital Management, Inc.
                                                                                  Form ADV Part 2A Brochure
                                                                                               CRD #111765

For separately managed accounts, the general annual fee structure for Pugh Capital is as follows:

      Core Fixed Income Strategy:

            Assets Under Management                      Annual Fee
            Up to $100 Million                             0.25%
            Over $100 Million                              0.15%

      Long Duration Strategy:

            Assets Under Management                      Annual Fee
            Up to $100 Million                             0.26%
            Over $100 Million                              0.18%

      Core Strategic Income and Long Corporate Strategy:

            Assets Under Management                      Annual Fee
            Up to $100 Million                             0.275%
            Over $100 Million                              0.20%

      Intermediate Credit Fixed Income:

            Assets Under Management                      Annual Fee
            Up to $100 Million                             0.25%
            Over $100 Million                              0.15%

      Broad High Yield Market Strategy:

            Assets Under Management                      Annual Fee
            Up to $100 Million                             0.525%
            Over $100 Million                              0.475%

      Short Duration High Yield Strategy:

            Assets Under Management                      Annual Fee
            Up to $100 Million                             0.525%
            Over $100 Million                              0.475%

Unless otherwise requested by a client, fees for services provided by Pugh Capital to a client in a separate
account will be billed and paid in arrears on a quarterly basis. Fees are billed to and paid by the client.
Clients may choose to deduct the fees directly from their custodied accounts. However, in no instance will
Pugh Capital deduct the fees itself from clients’ accounts; rather, the client must authorize and direct such
a withdrawal directly through its custodian.

                                                                                 Pugh Capital Management, Inc.
                                                                                    Form ADV Part 2A Brochure
                                                                                                 CRD #111765

Unless otherwise requested by a client, the fee will be based on the market value of the assets under
management managed by Pugh Capital for that client as reflected on the client’s custodial statement.
Management fees are not prorated for each capital contribution and withdrawal made during the applicable
calendar quarter, unless so specified in the client contract. Modifications to the contract may be made as
mutually agreed.

For accounts that were previously managed by SKY Harbor Capital Management, LLC, clients will continue
to be billed on a quarterly basis in arrears, based on the net asset value of the account as of the last day of
the preceding applicable period after accounting for additions or withdrawals. Typically, unless otherwise
directed by the client, for separately managed accounts, the firm itself performs the valuation of each client’s
portfolio and calculates management fees in accordance with each client's Investment Management
Agreement. Valuations generally are the sum of the cash and market value of the securities in the account
as determined by an independent pricing service. Such market values may not precisely match valuations
calculated by a client's custodian for reasons more fully set forth in Item 15 below. Clients are generally
invoiced for the management fees on a quarterly basis and pay such fees by check or wire transfer.

With respect to the Private Fund, Pugh Capital will be entitled to receive management fees, payable
monthly in arrears, out of the assets of the Private Fund based on the amount of assets under
management. Fees payable by the Private Fund are calculated by the Private Fund’s administrator.
Further details regarding the fund’s fee structure are included in its offering materials.

Accounts initiated or terminated during a calendar quarter will be charged a prorated fee based on the
initiation or termination date. Upon termination of any account, any prepaid, unearned fees will be promptly
refunded, and any earned, unpaid fees will be due and payable.

Pugh Capital’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and
expenses which shall be incurred by the client directly or through its custodied account. These charges
may be imposed by custodians, brokers, third party investment and other third parties and may include fees
charged by managers, custodial fees, and other fees on accounts and securities transactions. Such
charges, fees and commissions are exclusive of and in addition to Pugh Capital’s fee. Pugh Capital shall
not receive any portion of these commissions, fees, and costs.

Pugh Capital may benefit from research provided to Pugh Capital by broker/dealers through whom Pugh
Capital executes trades. Item 12 further describes the factors that Pugh Capital considers in selecting or
...

Item 7 – Types of Clients

Pugh Capital provides investment advisory services through separate accounts or pooled investment
vehicles to institutional clients in the U.S. such as:

    •   Corporations or other businesses
    •   Defined contribution and defined benefit pension plans
    •   Endowments and foundations
    •   Charitable organizations
    •   Federal, state and local/municipal entities
    •   Financial institutions
    •   Registered investment advisers
    •   Private investment funds
Pugh Capital requires a minimum account size of $50 million for investment-grade separate accounts. A
minimum account size of $20 million is required to open a high-yield separate account. The minimum
account size may be waived under certain circumstances.

With respect to the Private Fund, each investor is required to be a “Qualified Purchaser” as defined in the
Investment Company Act. Investors in the Private Fund are also required to make representations in the
Private Fund’s subscription agreement concerning their level of financial sophistication and their ability to
bear the risk of loss of their entire investment. Investors will also be required to comply with a minimum
initial investment amount as set forth in the Private Fund’s offering materials.