Liberty Street Advisors Inc

Fees and Compensation
    Description
       Investment management fees charged to the Mutual Fund and Interval CEF clients are
       subject to negotiation between LSA and the respective fund and are set forth in the
       registration statements filed with the SEC by the fund. The fees are subject to annual
       review and approval by the respective Board of Trustees and subject to termination in
       accordance with the requirements of the Investment Company Act and the applicable
       Advisory Agreements (see the Termination of the Agreement section immediately
       above). Fees are negotiated before the services are rendered and payable only after the
       services are provided. Fees generally are expressed as a percentage of net assets of the
       client. In general, the advisory fees charged by LSA for the Mutual Funds and the
       Interval CEF range from 0.75% to 1.90%.
       Fees charged to investment company fund clients are NEGOTIABLE.

    Fee Billing
       For providing services to the Mutual Funds and Interval CEF, LSA receives an annual
       advisory fee, payable monthly, based on the average daily net assets of each fund, and
       subject to applicable operating expense cap agreements, whereby LSA agrees to waive
       its fee and/or absorb fund expenses. Specific information regarding the advisory fees,
       fund expenses, and expense cap provisions can be found in the registration statements
       for each respective fund.

                                Liberty Street Advisors, Inc.

Performance-Based Fees and Side-By-Side Management
    Sharing of Capital Gains
       Neither the Mutual Funds nor the Interval CEF charge a performance fee. LSA does
       not participate in the capital gains of a registered investment company’s portfolio by
       receiving a performance fee in addition to the management or investment advisory fee.
       The Mutual Fund portfolios are managed by unaffiliated third-party sub-advisors.
       However, an affiliated SEC registered investment adviser, Pearl Lane Advisors, LLC
       (“PLA”) serves as the investment manager to a private special purpose investment
       vehicle (“SPV”). Affiliate Private Shares Opportunity SM, LLC serves as the Special
       Member to the SPV and may receive a performance fee, or carried interest, with respect
       to the SPV. LSA employees who serve as portfolio managers of the Interval CEF and
       the Non-U.S. Fund also serve as the portfolio managers to the SPV for PLA. The
       Interval CEF, the Non-U.S. Fund, and the SPV will at times be investing in the same
       securities.
       LSA and PLA have a fiduciary duty to ensure that, when aggregating and allocating
       securities transactions, participating clients are treated in a fair and equitable manner
       and to mitigate against conflicts of interest. Therefore, both LSA and PLA jointly have
       adopted allocation policies and procedures, described as follows. For these policies,
       the term “Adviser” applies to both LSA and PLA.

    Allocation Policies
       When aggregating and allocating securities transactions, participating clients will be
       treated in a fair and equitable manner. In addition, certain aggregated transactions in
       which an investment company (including the Interval CEF) participates with
       proprietary accounts may be prohibited joint transactions under the Investment
       Company Act of 1940 (the “Investment Company Act”) where the investment adviser
       has both a material pecuniary incentive and the ability to cause the investment
       company to participate. The Adviser has adopted a limited offering investment
       allocation policy (“Policy”) to mitigate potential conflicts of interest, to comply with
       the joint transaction provisions of the Investment Company Act (where applicable),
       and to ensure the proper and fair allocation of investment opportunities across clients
       and strategies.
       Sensitive allocation issues arise when the Adviser is given the opportunity to purchase
       a limited position in a security that might be appropriate for multiple client accounts.
       The Adviser will exercise particular care in the allocation of these securities since
       investments in securities exempt from registration under the Securities Act of 1933, as
       amended, (“Limited Offerings”) provide the potential of an immediate profit and other
       conflicts of interest. The Adviser will seek to allocate Limited Offering securities
       taking into account all relevant factors to ensure that the best interests of eligible client
       accounts are considered.

                                  Liberty Street Advisors, Inc.

It is the Adviser’s practice to allocate Limited Offerings among the portfolios of
clients managed by the Adviser, (collectively, “Client accounts”) on a fair and
equitable basis in a manner that is consistent with the investment objective(s) of the
Client accounts. The Adviser’s policy prohibits any allocation of investments in a
manner that the Adviser’s proprietary accounts or affiliated accounts (“Affiliate
accounts”), or any particular client(s) or group of clients receive more favorable
treatment than other Client accounts. The Adviser considers an Affiliate account to
include accounts and funds in which the Adviser, or any partner or officer of the
Adviser or any portfolio manager of the client funds (“Affiliate personnel”), directly
or indirectly has a material ownership interest, or where the Adviser or Affiliate
personnel receive a management fee or participate in a performance fee or allocation
as advisor, member, and/or portfolio manager to such account. Affiliate accounts will
be allowed to participate on a fair and equitable basis with other Client accounts in a
Limited Offering, provided that it is a Non-Negotiated Limited Offering and the
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Types of Clients
    Description
       LSA currently acts in the capacity of investment advisor to the Mutual Funds, the
       Interval CEF, and the Non-U.S. Fund.

Methods of Analysis, Investment Strategies and Risk of Loss
    Methods of Analysis and Investment Strategies
       In the instances of LSA’s investment management of the Mutual Funds, LSA does not
       provide portfolio management services. The Mutual Fund portfolios are managed by
       unaffiliated third party sub-advisors.
       Each sub-advisor to which LSA delegates day-to-day portfolio management services
       of a fund under the Sub-advisory Agreement may use various methods of analysis,
       sources of information, and investment strategies to manage the fund's assets. LSA
       reviews the sub-advisor’s performance history, Forms ADV, and supervises the day-
       to-day services provided to the fund by the sub-advisor. LSA also examines each sub-
       advisor’s operations, financial condition and key personnel, including the sub-advisor’s
       portfolio managers or portfolio management team.
       For the Interval CEF, information regarding the strategy, including risks and expenses,
       is provided in the fund’s registration statements (e.g. prospectus).

    Risk of Loss
       LSA does not provide investment advice to individual investors. Each fund serviced by
       LSA has specific risks, which are disclosed in the registration statements and offering
       memoranda. Registration statements, reports, and other information, including specific
       risk disclosures, about the Mutual Funds and Interval CEF are available free of charge
       from the SEC's EDGAR database on the SEC's internet website at http://www.sec.gov.