VIS Advisors LP

5.      Fees and Compensation

       VIS Advisors may be compensated for its services based on two types of fees: (1) an annual
       management fee that has a marginal percentage rate assessed on the total assets under
       management (the “AUM”), and (2) an incentive allocation described below. In the event a client
       withdraws capital or terminates its advisory agreement, the incentive allocation will be calculated
       as of the date of withdrawal based on net profits through that date, consistent with the governing
       documents of the applicable account or fund. Interests in the pooled investment vehicles are
       subject to transfer restrictions and redemption notice requirements as described in the applicable
       private placement memorandum, including a 90-day prior written notice requirement for
       redemptions.

       The advisory contract or offering documents will determine the exact fee structure, however,
       the management fee typically ranges between 1.3% and 1.5% annually of the Client Account
       NAV (before deduction of any accrued incentive allocation). The management fee is customarily
       paid on a quarterly basis in advance based on the value of the account(s) on the last business
       day of each preceding calendar quarter after giving effect to all capital contributions and
       withdrawals at the beginning of each calendar quarter, but before any accruals for incentive
       allocations (as defined below).

       Accounts initiated or contributed to during a calendar quarter will be charged a pro-rated
       investment management fee. However, generally, no part of the investment management fee for
       a Client Account shall be refunded in the event that a client withdraws any or all assets during
       the fiscal quarter. The management fee is deducted prior to determining the net capital
       appreciation or net capital depreciation of the client in question.
       VIS Advisors in its sole discretion, may waive or reduce the investment management fee with
       respect to one or more of its clients.

       VIS Advisors is entitled to receive an annual incentive fee allocation ranging from 10% to 15%
       of the excess of net profits over net losses, if any, attributable to each capital account (described
       in greater detail in the respective client’s investment management agreement). Under the high-
       water mark provision, no incentive allocation is payable with respect to an investor’s capital
       account until prior losses have been fully recovered.

       Fees are exclusive of operating expenses associated with the investment activities, and
       operations, including, without limitation, expenses such as brokerage commissions, interest on
VIS Advisors, LP – Investment Advisor Brochure                                                                 8

       margin accounts and other indebtedness, borrowing charged on securities sold short, custodial
       fees, bank service fees, administrative, legal, accounting, auditing and tax services, preparation
       and related fees, governmental fees (including blue sky and other filing fees) and taxes,
       withholding and transfer fees, administrator fees, costs of communications with clients, clearing
       and settlement charges, other expenses related to the purchase, sale or transfer of assets,
       including without limitation the Fund's proportionate share of General Partner and Investment
       Manager regulatory reporting expenses, ongoing offering expenses of the Fund, ongoing legal,
       accounting, auditing, bookkeeping, consulting and other professional fees, all fees and other
       expenses incurred in connection with the investigation, prosecution or defense of any claims,
       including legal fees, assertion of rights or pursuit of remedies, by or against the commingled
       fund and separately managed accounts. Such charges, fees and commissions are exclusive of
       and in addition to VIS Advisors fee, and VIS Advisors shall not receive any portion of these
       commissions, fees, and costs. Neither VIS Advisors nor any of its supervised persons
       (employees) accept compensation for the sale of securities or other investment products.
       Details regarding brokerage fees may be found in Item 12 – Brokerage Practices.

       For certain pooled investment vehicles advised by VIS Advisors, total annual expenses
       (including management fees and fund-level operating expenses, but excluding the incentive
       allocation) are subject to a contractual expense limitation of 3% per annum of net asset value
       allocable to each investor. VIS Advisors or its affiliates will bear expenses in excess of this
       limitation. The expense cap may be modified or terminated in accordance with the governing
       documents of the applicable fund.

       The specific manner in which fees are charged by VIS Advisors is established in a client’s
       written agreement, which will be provided to each client prior to, or simultaneously, with the
       execution of any formal documents required by the custodian.

       Clients may authorize VIS Advisors to directly debit fees in the investment management
       agreement as well as in any applicable offering documents.

7.      Types of Clients

       Currently, VIS Advisors provides advisory services to pooled investment vehicles and separately
       managed accounts (“SMAs”). There is a minimum investment for the pooled investment
       vehicles. The minimum initial subscription amount for pooled investment vehicles is $500,000,
       subject to waiver as described above. VIS Advisors does not require a minimum account size
       for SMAs.