SP Asset Management LLC

FEES & COMPENSATION

INVESTMENT MANAGEMENT FEES
In the event the client desires, the client can engage the Firm to provide discretionary investment
management services on a fee-only basis. The Firm charges an annual investment management
fee based upon a percentage of the market value of the assets managed by the Firm (including
cash and cash equivalents). Although SP Asset Management’s fees are negotiable, they generally
follow the below listed schedule.

  Assets Under Management                  Annual Fee (%)             Applicable Quarterly Fee
  $0 to $999,999                              1.00%                            0.250%
  $1,000,000 to $1,999,999                    0.90%                            0.225%
  $2,000,000 to $2,999,999                    0.80%                            0.200%

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  $3,000,000 to $3,999,999                      0.70%                            0.175%
  $4,000,000 to $4,999,999                      0.60%                            0.150%
  $5,000,000 to $9,999,999                      0.50%                            0.125%
  $10,000,000 and above                         0.25%                           0.0625%

The Firm's annual investment management fee shall be pro-rated and paid quarterly, in arrears,
based upon the market value of the assets (including cash and cash equivalents) on the last day of
the previous quarter.

FINANCIAL PLANNING FEES
The Firm’s fees for financial planning services vary and are dependent upon the scope and
complexity of the requested services, and are specified as part of the client’s written agreement.
The Firm generally charges a fixed fee for its financial planning services that range from $10,000
or higher, depending on the complexity of the services being provided. These rates can be
negotiable based on the sole discretion of the Firm. An invoice for services is issued on completion
of the services, which is payable upon receipt. Clients can terminate the written agreement,
without penalty, at any time upon written notice. At the time of termination, the Firm will invoice
for the work completed based on the amount of work completed by the Firm as of the date the
notice of termination is received.

PRIVATE FUND FEES
Compensation received by the Firm from the private fund it advises generally comprise
management fees, based on a percentage of assets managed, and carried interest.

Management Fee

Management fees charged to the fund can vary and are established pursuant to negotiations with
investors in the fund and set forth in each fund investor’s respective documents. The Firm, in its
sole discretion, has in the past and expects in the future to reduce or waive its standard fees for
fund investors. Any management fees charged will be payable quarterly in arrears and deducted
from the assets of the fund as described in the fund’s governing documents. Additionally,
consistent with the governing documents of the fund, the fund typically bears certain out-of-pocket
expenses incurred by the Firm in connection with the services provided to the fund. Further
details about certain common fees and expenses are set forth below, and investors and prospective
investors should review the fund’s governing documents for additional information about fund fees
and expenses.

Carried Interest

Investments made by the Firm on behalf of the fund are subject to a sharing of realized profits
known as carried interest, which is a percentage of the investment income and net realized capital
gains and losses. The Firm, in its sole discretion, has in the past and expects in the future to
reduce or waive its entitlement to receive carried interest with respect to investments by fund
investors. Generally, for the fund, the Firm receives carried interest, after achievement of various

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performance hurdles. The terms of any carried interest arrangement, including a description of
the carried interest calculation methodology, are set forth in the fund’s governing documents.

IMPORTANT ADDITIONAL INFORMATION
Fees Negotiable

The Firm, in its sole discretion, has the ability to charge a lesser investment management fee
based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional
assets, dollar amount of assets to be managed, related accounts, account composition, client
negotiation, length of client relationship, etc.). In addition, for family and friends of the Firm, the
Firm may, in its sole discretion, reduce or waive fees in their entirety. Although the Firm believes
its advisory fees are competitive, clients should be aware that lower fees for comparable services
may be available from other sources.

Direct Debiting of Client Accounts

We generally directly debit our advisory fees from our clients’ accounts on a quarterly basis. We
will only do this under the following three conditions. First, the client must provide written
authorization permitting SP Asset Management’s fees to be paid directly from the client’s account.
Second, the client must have their account held by an independent custodian. Third, the custodian
agrees to send to the client a statement, at least quarterly, indicating all amounts disbursed from
the account including the amount of advisory fees paid directly to SP Asset Management. Clients
are informed that it is their responsibility to verify the accuracy of the fee calculation and that the
custodian will not determine whether the fee is properly calculated.

Termination of Client Relationship
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TYPES OF CLIENTS

The Firm’s investment advisory services are currently limited to the discretionary and non-
discretionary management of investment portfolios and ongoing financial planning for individuals,
pension and retirement plans, trusts, and business entities, in accordance with the investment
objective(s) of the client. To the extent specifically requested by a client, SP Asset Management
may provide limited consultation services to its investment management clients on investment
and non-investment related matters. Any such consultation services, to the extent rendered, shall
be rendered exclusively on an unsolicited basis, for which Registrant shall not receive any separate
or additional fee.

ENGAGING THE SERVICES OF SP ASSET MANAGEMENT
All clients wishing to engage SP Asset Management for investment advisory services must first
complete the applicable written investment advisory agreement and a separate custodial/clearing
agreement with the selected custodians. The investment advisory agreement describes the
services and responsibilities of SP Asset Management to the client. It also outlines SP Asset
Management’s fee in detail. Upon completion of these documents, SP Asset Management will be
considered engaged by the client. Clients will be responsible for ensuring that SP Asset
Management is informed in a timely manner of changes in investment objectives and risk
tolerance. The Investment Advisory Agreement between the Firm and the client will continue in
effect until terminated by either party by written notice.

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CONDITIONS FOR MANAGING ACCOUNTS
Investment Management Services

SP Asset Management generally does not require new clients have a minimum account size. SP
Asset Management does require a minimum quarterly fee of $2,500, regardless of a client’s
account size.

METHODS OF ANALYSIS, INVESTMENT STRATEGIES, & RISK OF LOSS

TYPES OF INVESTMENTS
Currently, the Firm primarily allocates investment management assets of its client accounts
among domestic and foreign equity securities, commercial paper, certificates of deposit, municipal
and United States government securities, ETFs, mutual funds, private equity funds, and options
contracts on securities. The Firm generally manages investments on a discretionary basis, and in
accordance with the investment objectives of the client.

INVESTMENT STRATEGIES
SP Asset Management can utilize different investment strategies, based upon the needs of the
client, including long-term purchases, short-term purchases, trading, short sales, margin
transactions and option writing. SP Asset Management also utilizes asset allocation strategies to
match client goals and objectives.

SECURITIES ANALYSIS
SP Asset Management primarily uses fundamental analysis to analyze securities

SOURCES OF INFORMATION
In conducting security analysis, SP Asset Management generally utilizes the following sources of
information: financial newspapers and magazines; inspection of corporate activities; research
materials prepared by others; annual reports, prospectuses, and filings with the U.S. Securities
and Exchange Commission; and company press releases.

RISK
General

Investing in securities involves risk of loss that each client should be prepared to bear. Typical
investment risks include market risk typified by a drop in a security’s price due to a company
specific event (e.g. unsystematic risk), or general market activity (e.g., systematic risk). In
addition, certain strategies impose more risk than others. For example, with fixed income
securities, a period of rising interest rates could erode the value of bond since bond values
generally fall as bond yields rise. Investment risk with international equities also includes
fluctuation in currency values, differences in accounting and economic and political instability.

Options

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There are numerous risks associated with transactions in options on securities or securities
indexes. A decision as to whether, when and how to use options involves the exercise of skill and
judgment, and even a well-conceived transaction may be unsuccessful to some degree because of
market behavior or unexpected events. As the writer of covered call options, the client forgoes,
during the option’s life, the opportunity to profit from increases in the market value of the
underlying security or the index above the sum of the option premium received and the exercise
price of the call, but has retained the risk of loss, minus the option premium received, should the
price of the underlying security decline. In the case of index options, the client incurs basis risk
between the performance of the underlying portfolio and the performance of the underlying index.
For example, the underlying portfolio may decline in value while the underlying index may
increase in value, resulting in a loss on the call option while the underlying portfolio declines as
well.

Margin Transactions

Only if a client authorizes the use of margin will the Firm thereafter employ margin in the
management of the client’s investment portfolio. When buying stocks on margin, you are
employing leverage as an investing strategy. Leverage allows you to extend your financial reach
by investing using borrowed funds while limiting the amount of your own cash you expend. Please
note, however, that this can involve a high degree of risk. Some of these risks include:

Ø Losing more money than you have invested;
Ø Being required to deposit additional cash or securities in your account on short notice to cover
  market losses;
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