Quantum Capital Advisors LLC

Item 5           Fees and Compensation

   A.
                                 INVESTMENT MANAGEMENT SERVICES
         The Registrant’s annual investment management fee is based upon a percentage (%) of the
         market value of the assets placed under the Registrant’s management

                      Assets Under Management                             Annual Fee
                         First $100 million                                    1.00%
                         Next $150 million                                     0.85%
                         Over $250 million                                     0.75%

                                 The Quantum Strategic Value Fund, LP
         As the investment adviser to the affiliated private fund, the Registrant shall receive
         compensation in the form of management fee.

         As reimbursement for the management and administration of the affiliated private fund,
         the affiliated private fund will pay the Registrant management fees monthly.

    For further information pertaining to the calculation of the Registrant’s management fee
    please review the affiliated private fund’s subscription documents and private placement
    memorandum.

B. Clients may elect to have the Registrant’s investment management fee deducted from their
   custodial account. Both Registrant's Investment Advisory Agreement and the
   custodial/clearing agreement may authorize the custodian to debit the account for the
   amount of the Registrant's investment advisory fee and to directly remit that management
   fee to the Registrant in compliance with regulatory procedures. In the limited event that
   the Registrant bills the client directly, payment is due upon receipt of the Registrant’s
   invoice.

    The affiliated private fund allows for the Registrant to deduct its fees directly from fund
    assets in compliance with regulatory procedures. In the limited event that the Registrant
    bills the affiliated private fund directly, payment is due upon receipt of the Registrant’s
    invoice. The Registrant shall deduct fees and/or bill the affiliated private fund monthly in
    advance, based upon the Net Asset Value of the portfolio.

    In the event that an affiliated private fund does not have sufficient liquid assets to pay the
    Registrant’s fee, the fee shall accrue until such time that the affiliated private fund has
    sufficient liquid assets, at which time the Registrant shall collect the full amount of its fee.

C. Broker-dealers charge brokerage commissions and/or transaction fees for effecting certain
   securities transactions. In addition to Registrant’s investment management fee, brokerage
   commissions and/or transaction fees, the clients will also incur, relative to all mutual fund
   and exchange traded fund purchases, charges imposed at the fund level (e.g., management
   fees and other fund expenses).

D. With the exception of the Registration’s relationship with the affiliated private fund, the
   Registrant shall generally deduct fees and/or bill clients quarterly in arrears, based upon
   the market value of the client’s asset under management as of the last business day of the
   previous quarter, plus any accrued interest or dividends. The Registrant’s quarterly fees are
   adjusted based upon inflows and outflows during the quarter.

    The Registrant generally requires a minimum asset level of $25,000,000 for those clients
    utilizing the QSCE Strategy. The Registrant, in its sole discretion, may charge a lesser
    investment management fee based upon certain criteria (i.e., anticipated future additional
    assets, dollar amount of assets to be managed, etc.) and/or waive its minimum asset level
    requirements.

    The Investment Advisory Agreement between the Registrant and the client will continue in
    effect until terminated by either party by written notice in accordance with the terms of the
    Investment Advisory Agreement. Upon termination, the Registrant shall be due a pro-rated
    portion of its advisory fee, based upon the number of days remaining in the billing month.

E. Neither the Registrant, nor its representatives accept compensation from the sale of
   securities or other investment products.

Item 7           Types of Clients

         The Registrant provides discretionary investment advisory services on a fee-only basis,
         primarily to institutions, endowments and family offices relative to their investment in the
         QSCE strategy as well as to the affiliated private fund.

         The Registrant generally requires a minimum asset level of $25,000,000 for those clients
         utilizing the QSCE Strategy.

         The Registrant, in its sole discretion, may charge a lesser investment management fee based
         upon certain criteria (i.e., anticipated future additional assets, dollar amount of assets to be
         managed, etc.) and/or waive its minimum asset level requirements.