Wyser-Pratte Management Co Inc

Item 5 Fees and Compensation
   Description
       The specific manner in which fees are charged by Wyser-Pratte is established in a
       client’s written agreement with Wyser-Pratte. Wyser-Pratte bases its fees on a
       percentage of assets under management. Management fees are deducted from client
       assets. Management fees are prorated for each capital contribution and withdrawal
       made during the applicable calendar quarter (with the exception of de minimis
       contributions and withdrawals). Accounts initiated or terminated during a calendar
       quarter will be charged a prorated fee. Upon termination of any account, any prepaid,
       unearned fees will be promptly refunded, and any earned, unpaid fees will be due and
       payable. Upon termination, the amount of any refund for prepaid fees will be
       determined as of the date of termination based on the value of the client’s assets on that
       date. Wyser-Pratte will refund any difference between the amount charged to the client
       and the fee as determined on the date of termination.
        The Investment Manager receives quarterly, in arrears, a fixed non-negotiable advisory
        fee at the rate of 4.00% per annum based on the net asset value of shares owned by each
        shareholder as of the end of each quarter. Wyser-Pratte’s fees are exclusive of
        brokerage commissions, transaction fees, and other related costs and expenses which
        may be incurred by the client. Clients may incur certain charges imposed by custodians,
        brokers and other third parties such as fees charged by managers, custodial fees,
        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.
        Mutual funds and exchange traded funds also charge internal management fees, which
        are disclosed in a fund’s prospectus.
        Such charges, fees and commissions are exclusive of and in addition to Wyser-Pratte’s
        fee, and Wyser-Pratte does not receive any portion of these commissions, fees, and
        costs.

   Other Fees
       See Item 12 below for a description of circumstances under which Wyser-Pratte may
       receive research services from brokers that execute trades for Wyser-Pratte or may use
       “soft dollar" arrangements whereby a broker-dealer with whom Wyser-Pratte does

                               Wyser-Pratte Management Co., Inc.

         business pays a third party using client commissions for services received by Wyser-
         Pratte.

Item 7 Types of Clients
    Description
        Wyser-Pratte provides investment management services advice to individuals, pension
        and profit-sharing plans, trusts, estates, charitable organizations, corporations or other
        business entities, including private funds organized by Wyser-Pratte. Client
        relationships vary in scope and length of service.

    Account Minimums
        Wyser-Pratte imposes a minimum dollar value of assets of one million dollars for
        individuals and two million dollars for institutional investors.