M4A3 LLC

Item 5. Fees and Compensation
      M4A3 offers services on a fee basis, which includes fees based upon assets under management and the
      performance of the account.

      Investment Management Fees

      M4A3 offers investment management services for an annual fee based on the amount of assets under the
      Firm’s management. This management fee varies up to 85 basis points (0.85%), depending upon the size
      and composition of a client’s portfolio, the type and amount of services rendered and the individual(s)
      providing the services. The annual fee is prorated and charged quarterly, in arrears, based upon the market
      value of the average daily account balance during that quarter. The daily valuation is determined by a party
      independent from the Firm (including the client’s custodian or another third-party). If a valuation for
      private securities is not available through the custodian, the Firm will typically rely on the valuation
      provided by the issuer, including for the Private Funds. Because valuations may only be provided
      periodically (including monthly, quarterly or even annually), the Firm can be billing on a valuation that
      would be different if updated. That valuation can be higher or lower depending on the increase or decrease
      in value of the private investment. The Firm does not, however, bill the investment management fee
      mentioned above on client assets invested in the Private Funds. The Private Funds have separate fees that
      are disclosed in the Offering Documents.

      The Firm includes cash in a client’s account in determining the valuation for billing purposes. The Firm
      does not bill on cash that is being held for taxes and may, in its sole discretion, not include cash in
      determining the fee for other reasons, especially where a client has a high percentage of cash for reasons
      other than the Firm's investment management decision.

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 Disclosure Brochure                                                                                   M4A3 LLC

      In the event the advisory agreement is terminated, the fee for the final billing period is prorated through the
      effective date of the termination and the outstanding or unearned portion of the fee is charged or refunded
      to the client, as appropriate.

      Clients are advised that a conflict of interest exists for the Firm to recommend that clients engage M4A3
      for additional services for compensation, including rolling over retirement accounts or moving other assets
      to the Firm’s management. Clients retain absolute discretion over all decisions regarding engaging the
      Firm and are under no obligation to act upon any of the recommendations.

      Private Fund Fees

      Each Private Fund’s administrator calculates the management fee paid by that Private Fund. Some Private
      Funds also pay it a carried interest distribution after investors receive a return of their invested capital and
      a preferred return. Other Private Funds allocate to the Firm a performance allocation equal to a specified
      percentage of net profits (including both realized and unrealized gains and losses) otherwise allocable to
      the investors if such profits exceed a specified hurdle rate. The amount and type of Private Fund fees
      depends on the specific Private Fund’s terms as disclosed in the Offering Documents.

      Additional Fees and Expenses

      In addition to the advisory fees paid to M4A3, clients also incur certain charges imposed by other third
      parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions
      (collectively “Financial Institutions”). These additional charges include securities brokerage commissions,
      transaction fees, custodial fees, margin and other borrowing costs, charges imposed directly by a mutual
      fund or ETF in a client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and
      other fund expenses), 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. The Firm’s
      brokerage practices are described at length in Item 12, below. In addition, as disclosed in Item 4, above,
      the Firm is the general partner of the Private Funds and receives both asset-based and performance-based
      compensation that is separate from its investment management fees.

      The disclosure in this Item 5, together with the disclosure in Item 12, allow a plan that is subject to the
      Employee Retirement Income Security Act of 1974 and that invests in a Private Fund, to use the “alternative
      reporting option” to report the Firm’s compensation as “eligible indirect compensation” on the Schedule C
      of the plan’s Form 5500 Annual Return/Report of Employee Benefit Plan.

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 Disclosure Brochure                                                                                     M4A3 LLC

      Direct Fee Debit

      Clients provide M4A3 with the authority to directly debit their accounts for payment of the investment
      advisory fees. The Financial Institutions that act as the qualified custodian for client accounts, from which
      the Firm retains the authority to directly deduct fees, have agreed to send statements to clients not less than
      quarterly detailing all account transactions, including any amounts paid to M4A3.

      Use of Margin

      M4A3 can recommend that certain clients utilize margin in the client’s investment portfolio or other
...

Item 7. Types of Clients
      M4A3 offers services to individuals, charitable organizations, families and their foundations and the Private
      Funds. The Private Funds have minimum investment requirements as described in the Offering Documents
      for each Private Fund. The Firm can waive those minimums.