Fidelis Capital LLC

Item 5 - Fees and Compensation
   Separately Managed Accounts
       From public-market SMA Clients, Fidelis receives only a management fee
       based on a percentage of assets in the Client's account being managed.
       Such fees, as well as account minimums, are negotiated on a case-by-case
       basis depending on the level of services required and/or the potential growth
       of the account through future contributions. Fees are payable quarterly in
       arrears based on the market value of the account on the last business day of

                                    Fidelis Capital

        the previous quarter, and Fidelis deducts them from the Client's account.
        Clients may choose any brokerage firm to custody their assets, but upon
        request Fidelis will recommend certain brokers. Clients may incur brokerage
        or other transaction costs that are determined by the brokerage firm that has
        custody of their assets. Investment Management Agreements between Fidelis
        and its SMA Clients may be terminated by either party at any time without
        penalty upon written notice.

   Sub-Advisory Services
       Fidelis receives from Private Market Investment Fund II ("PMIF II") an annual
       sub-advisory fee, payable quarterly in advance, equal to 1.50% of the Post-
       Investment Period Fee Base. “Post-Investment Period Fee Base” means the
       sum, measured as of the applicable day on which the fee is to be calculated,
       of (i) the unreturned, invested capital of PMIF II in each of PMIF II’s
       investments, and (ii) cash held by PMIF II.
        The Fund’s investors have received distributions from the Fund in excess of
        the amount of their net capital contributions. As such, Fidelis receives from
        the Fund a special profit allocation equal to 10% of any amount of cash or
        other assets that would otherwise be distributed by the Fund to its investors if
        such allocation did not apply. The Fund reimburses Fidelis for expenses
        incurred in connection with the evaluation, selection, and oversight of the
        Fund’s investments.
        In the event Fidelis is terminated by the Fund’s manager, the Fund’s manager
        will determine what percentage, if any, of the special profit allocation will be
        retained by Fidelis. There is no discussion in the Sub-Advisory Agreement of
        the Fund with respect to how the Fund may obtain a refund of the sub-
        advisory fee in the event Fidelis is terminated prior to the end of a billing
        period, although given the required notice period, it is likely that a quarter-end
        date would be chosen.

Item 7 - Types of Clients

        Fidelis provides investment management services to individuals and a private
        investment fund.
        Fidelis does not have a minimum account size for SMA Clients but requires a
        minimum quarterly management fee of $500.