Livian & Co LLC

Item 5 - Fees and Compensation

   A. Fee Schedule – For our investment supervisory services and consulting services we charge an annual fee
      calculated as a percentage of assets under management, according to the schedule below:

       (i)      INVESTMENT SUPERVISORY SERVICES

                Conservative Fixed Income
                Accounts smaller than $2.5MM ........................................................................................                         0.5%
                Any additional amounts equal to or larger than $2.5MM.............................................................                            0.3%

                High Income, Defensive,
                Balanced and Aggressive Portfolios
                Below $1MM ………………………………………………………………………...………………                        1.5%
                Any additional amounts between $1MM and $10MM …………………………………………………... 1.0%
                Any additional amounts above $10 MM and below $20MM…………………………………………….. 0.8%
                Any additional amounts equal or above $20MM ……………………………………………………….. 0.6%

                Equity Opportunities...................................................................................................................       1.5%

                As an example, for a $2MM Balanced account we will charge a $25,000 annual fee, calculated as follows:
                $1MM x 1.5% = $15,000 and $1MM x 1.0% = $10,000.

                A minimum of $1,000,000 of assets under management is required for this service. In certain circumstances, this
                minimum may be negotiable, and may be discounted for family members and relatives of the unit holders of
                Livian & Co., LLC.

       (ii)     CONSULTING SERVICES
                1% of advised assets

       On an exceptional basis, we have entered into an investment consulting agreement with only one client, who is also an
       affiliated person; we charge a monthly investment advisory fee based on an hourly rate of $500.

       The fees that we charge Livian Capital Opportunities, LP (“the Partnership”) and Livian Setasi Ventures SPV I, LLC
       (“the SPV”) are disclosed in their Partnership’s Private Placement Memorandums. If an advisory client chooses to invest

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        in one of the series of the Partnership and/or in the SPV, we will not include the invested funds in his/her assets under
        management for advisory fee calculation purposes.

        Clients will be charged the fees in advance at the beginning of each calendar quarter based upon the quarter end value
        (market value or fair market value in the absence of market value, plus any credit balance or minus any debit balance) of
        the client's account for the previous quarter. Initial fees will be prorated for the number of days remaining in the quarter
        and based on the initial balance in the client's account.

        Negotiability of Fees - In certain circumstances, we may negotiate our fees with the clients. We may charge different
        clients receiving the same services different fees. The above fee schedule is our basic fee schedule, generally charged to
        clients absent negotiable circumstances. On an exceptional basis and only as an accommodation to one client, that is also
        a related person of Livian & Co., we have entered into an investment consulting agreement in which we bill the client
        monthly at an hourly billing rate.

        Fee Calculation - Except for Livian Capital Opportunities, LP (and its series), the fee charged is calculated as described
        above and is not charged on the basis of a share of capital gains upon or capital appreciation of the assets or any portion of
        the assets of an advisory client (Section 205(a)(1) of the Investment Advisers Act of 1940, as amended).

   B. Fees charges methodology - Our clients may select whether they prefer us (i) to deduct our fees from their assets
      or (ii) to bill them for the incurred fees. We will charge (bill or deduct) our fees to our clients in advance at the
      beginning of each calendar quarter based upon the quarter end value (market value or fair market value in the absence of
      market value, plus any credit balance or minus any debit balance) of the client's account for the previous quarter. Initial
      fees will be prorated for the number of days remaining in the quarter and based on the initial balance in the client's
      account.

   C. Fees and Expenses other than advisory fees - All fees paid to Livian & Co. for investment advisory services are
      separate and distinct from the fees and expenses charged by custodians, brokerage firms to their clients, and mutual funds
      to their shareholders. These fees and expenses are described in each custodian and brokerage firm’s fee schedule and
      fund's prospectus.

        Certain Custodians may charge a custody fee to hold the assets of the client and maintain their account.

        Clients will incur brokerage and other transaction costs and should refer to item 12 of this document for further
        information.

        Mutual fund fees will generally include a management fee, other fund expenses, and a possible distribution fee. A client
        could invest in a mutual fund directly, without our services. In that case, the client would not receive the services that we
        provide which are designed, among other things, to assist the client in determining which mutual fund or funds are most
        appropriate to each client's financial condition and objectives. Accordingly, the client should review both the fees charged
        by the funds and the fees charged by Livian & Co. to fully understand the total amount of fees to be paid by the client and
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Item 7 - Types of Clients

    We generally provide investment advice to the following types of clients:

                          Individuals
                          Trust, estates and charitable organizations
                          Corporations or business entities other than those listed above
                          Pooled investment vehicles (not registered under the Investment Company Act of 1940)

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   In order to open and maintain an account we require a minimum account size of $1,000,000. In certain circumstances
   this minimum may be negotiable for family members of the principals of the firm and relationships that overall exceed
   $1,000,000 but may be composed of smaller accounts.