Quad Capital Management Advisors LLC

Item 5. Fees and Compensation

              Performance-Based Management Fees

              Quad offers investment management services to Qualified Clients, as defined under Rule 205-3 of the
              Advisers Act, as amended, for a performance-based fee (i.e., a fee based on a share of capital gains or
              capital appreciation of a client’s assets) in accordance with the requirements set forth by all applicable laws,
              rules and regulations. Qualified Clients are those that have at least $1,000,000 in assets invested with Quad
              or a net worth in excess of $2,100,000.

              For management of the Fund, Quad generally charges for each fiscal quarter equal to 0.5% (2% per annum)
              of the beginning net asset value of each capital account of an investor (before taking into account the
              estimated accrued incentive allocation, if any, for such fiscal quarter). The management fee will be
              calculated and paid in advance but will be amortized monthly over the fiscal quarter for which such
              management fee is paid. Quad will typically charge a performance fee of 20% which may be subject to a
              hurdle or highwater mark. Further details regarding compensation are disclosed in the Fund Offering
              Documents.

              Quad offers investment management services for a fee based upon the performance of the assets under
              Quad’s management, subject to a High Water Mark (defined below). Client will typically pay to Quad, on
              a quarterly basis, a performance fee equal to the negotiated Performance Percentage (defined below),
              multiplied by the clients’ positive Performance Change (defined below). Performance Change means the
              difference between the balance of the assets as of the beginning of the quarter and the balance of the assets
              as of the end of the quarter, adjusting to exclude the effect of any non-transaction related expenses for any
              intra-quarter additions to or subtractions from the accounts. No performance fee will be charged in any
              quarter that the assets’ ending value for the quarter covered does not exceed that of the highest previous

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              quarter ending value for any quarter in which a performance fee was previously paid (the “High Water
              Mark”). This Performance Percentage will generally vary between 30% and 40%, depending upon the size
              and composition of a client’s portfolio and the type of services rendered.

              If assets are deposited into or withdrawn from an account after the inception of a billing period, the fee
              payable with respect to such assets is adjusted to reflect the interim change in portfolio value.

              Fee Discretion

              Quad may, in its sole discretion, negotiate to charge variable fees based upon certain criteria, such as
              anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be
              managed, related accounts, account composition, pre-existing/legacy client relationship, account retention
              and pro bono activities.

              Additional Fees and Expenses

              In addition to the advisory fees paid to Quad, clients may also incur certain charges imposed by other third
              parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions
              (collectively “Financial Institutions”). These additional charges may include securities brokerage
              commissions, execution fees, transaction fees, algorithm fees, custodial fees, margin costs, charges imposed
              directly by an ETF in a client’s account, deferred sales charges, odd-lot differentials, transfer taxes, wire
              transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions.
              The Firm’s brokerage practices are described at length in Item 12, below.
              Clients may also bear the following expenses: travel associated with diligencing an investment; fees and
              expenses relating to software tools, programs or other technology; research and market date; administrative
              expenses (e.g. fund administrator); third-party legal expenses; third party accounting and valuation expenses;
              audit and tax preparation services; limited liability insurance for the General Partner, QAM, employees, and
              officers; entity level taxes; organizational expenses; corporate licensing; regulatory related expenses;
              indemnification expenses; and extraordinary expenses.

              Direct Fee Debit

              Quad will typically send clients an invoice for payment; however the client’s advisory agreement and the
              separate agreement with any Financial Institutions may authorize Quad to debit the client’s account for the
              amount of Quad’s fee and to directly remit that management fee to Quad. Any Financial Institutions
              recommended by Quad have agreed to send a statement to the client, at least quarterly, indicating all
              amounts disbursed from the account including the amount of management fees paid directly to Quad. Your
              custodian does not verify the accuracy of our fee calculations so please review your statements carefully.

              Account Additions and Withdrawals

              Clients may make additions to and withdrawals from their account at any time, subject to Quad’s right to
              terminate an account. If additions or withdraws are made, allocations will be revised on a monthly or
...

Item 7. Types of Clients

              Quad offers services primarily to institutional clients including but not limited to proprietary accounts,
              managed accounts, investment advisers, investment managers, investment limited partnerships and other
              pooled investment vehicles, corporations and business entities. Typically these services are offered pursuant
              to a sub-advisory relationship.

              Minimum Account Value

              As a condition for starting and maintaining an investment management relationship, Quad generally
              imposes a minimum portfolio value of $5,000,000. The Fund generally imposes a minimum investment of
              $1,000,000. Quad may, in its sole discretion, accept clients and investors with smaller portfolios based upon
              certain criteria, including anticipated future earning capacity, anticipated future additional assets, dollar
              amount of assets to be managed, related accounts, account composition, pre-existing client, account
              retention, and pro bono activities. Quad only accepts clients with less than the minimum portfolio size if
              the Firm determines the smaller portfolio size will not cause a substantial increase of investment risk beyond
              the client’s identified risk tolerance.