Gervais Capital Management LLC

Item 5: Fees and Compensation

A. Fee Schedule

Portfolio Management Fees

         Total Assets Under Management            Annual Fees
         All Assets                               1.20%

GCMLLC uses an average of the daily balance in the client's account throughout the
billing period, after taking into account deposits and withdrawals, for purposes of
determining the market value of the assets upon which the advisory fee is based.

These fees are generally negotiable and the final fee schedule will be memorialized in the
client’s advisory agreement. Clients may terminate the agreement without penalty for a
full refund of GCMLLC's fees within five business days of signing the Investment
Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract
generally with 15 days' written notice. The fixed fees are billed at the standard GCMLLC
hourly rate of $500 per hour with a minimum of 3 hours. The fees are paid in arrears upon
completion of agreed upon work assignment.

Performance-Based Portfolio Management Fees

                           Annual Management Fee      Annual Performance Fee
        Total Assets
                            (on all assets managed)       (on capital appreciation)

        All Assets                  1.00%                           15%

Qualified Clients will pay an annual fee of 1.00% of assets under management along with
a 15% performance fee based on capital appreciation.

The performance fee is also contingent upon returns for GCM Private Alternatives Fund,
LLC, Class B Shares exceeding a certain threshold; this is known as a hurdle rate.
Specifically, performance fees are only assessed on returns (capital appreciation,
including dividends and interest, but net of GCMLLC’s advisory fee) greater than net 7%
per year. Custodial fees, transaction fees, and certain other third-party fees are assessed
to the client and are not a reduction of returns for the purposes of the hurdle rate. The
hurdle is otherwise pre-tax.

In general, an “Accredited Investor” is:

        (1) $200,000+ in each of the prior two years (individually) or $300,000+ combined
            (with spouse or domestic partner); and

        (2) $1,000,000+ net worth, excluding the value of the primary residence; and

        (3) Investment professionals in good standing holding certain SEC licenses,
            Director, officers or general partners of the issuing company, “family clients”
            of a family office, and knowledgeable employees of a private fund; or

        (4) $5,000,000+ in assets (corporations, partnerships, LLC, trusts, family offices,
            etc.) and all equity owners must be accredited investors.

In general, a “Qualified Client” is:

        (1) a natural person or company who at the time of entering into such agreement
       has at least $1,100,000 under the management of the investment adviser;

        (2) a natural person or company who the adviser reasonably believes at the time
       of entering into the contract: (A) has a net worth of jointly with his or her spouse
       of more than $2,200,000 excluding the value of the client’s primary residence; or
       (B) is a qualified purchaser as defined in the Investment Company Act of 1940,
       §2(a)(51)(A) (15 U.S.C. 80a-2(51)(A)); or

        (3) a natural person who at the time of entering into the contract is: (A) An
       executive officer, director, trustee, general partner, or person serving in similar
       capacity of the investment adviser; or (B) An employee of the investment adviser
       (other than an employee performing solely clerical, secretarial, or administrative
       functions with regard to the investment adviser), who, in connection with his or
       her regular functions or duties, participates in the investment activities of such
       investment adviser, provided that such employee has been performing such
       functions and duties for or on behalf of the investment adviser, or substantially
       similar function or duties for or on behalf of another company for at least 12
       months.

Pension Consulting Services Fees

Asset-Based Fees for Pension Consulting

         Total Assets Under Management          Annual Fee
         All Assets                             0.50%

GCMLLC uses an average of the daily balance in the client's account throughout the
billing period, after taking into account deposits and withdrawals, for purposes of
determining the market value of the assets upon which the advisory fee is based.

These fees are generally negotiable and the final fee schedule will be memorialized in the
client’s advisory agreement.

Clients may terminate the agreement without penalty for a full refund of GCMLLC's fees
within five business days of signing the Investment Advisory Contract. Thereafter, clients
may terminate the pension consulting agreement generally with 30 days' written notice.
GCMLLC uses an average of the daily balance in the client’s account throughout the
billing period, after taking into account deposits and withdrawals, for purposes of
determining the market value of the assets upon which the advisory fee is based.

Financial Planning Fees

Hourly Fees

The negotiated hourly fee for these services is $500 per hour with a minimum of 3 hours.
GCMLLC may include the financial planning fees for portfolio management clients.

Clients may terminate the agreement without penalty, for full refund of GCMLLC’s fees,
within five business days of signing the Financial Planning Agreement. Thereafter, clients
may terminate the Financial Planning Agreement generally upon written notice.

B. Payment of Fees

Payment of Portfolio Management Fees

Asset-based portfolio management fees are withdrawn directly from the client's accounts
with client's written authorization on a monthly basis. Fees are paid in arrears.

Payment of Performance-Based Fees
...

Item 7: Types of Clients

GCMLLC generally provides advisory services to the following types of clients:

       ❖      Individuals
       ❖      High-Net-Worth Individuals
       ❖      Charitable Organizations
       ❖      Corporations or Business Entities
       ❖      Pooled Investment Vehicles

There is no account minimum for any of GCMLLC’s services.