Maestria Partners LLC

Item 5 – Fees and Compensation

      5.A. Adviser Compensation

      Maestria is compensated through a combination of fees based on a percentage of assets
      under management and performance-based compensation. A brief summary of fees is
      provided below. Investors should refer to the Fund’s offering documents. In addition,
      Maestria and the Fund’s general partner, Maestria Partners GP, LLC, have the authority
      to waive or reduce fees charged to certain Investors.

      Asset-Based Compensation

      Maestria is paid a management fee, payable monthly in advance, of up to 1% per year of
      the value of each limited partner’s interest in the Fund, calculated as of the first day of the
      calendar month.

Performance-Based Compensation

The Fund’s general partner, which is owned by Mr. Edwards, is entitled to receive an
annual performance-based allocation at the end of each fiscal year up to 20% of the net
capital appreciation credited to each Investor for such fiscal year over a certain hurdle
amount, subject to a high water mark. The performance allocation, if any, is calculated
and determined: (i) as of the end of the fiscal year; (ii) as of each withdrawal from the
Fund by an Investor; and (iii) in the general partner’s sole discretion, as of the effective
date of a transfer of interests, in each case with respect to the previous period.
Performance-based compensation complies with Rule 205-3 under the Investment
Advisers Act of 1940, as amended (the “Advisers Act”).

5.B. Direct Billing of Advisory Fees

Fees and allocations charged are deducted from the Fund’s assets. Management fees are
paid monthly in advance. Performance fees and allocations are calculated and payable or
allocable annually.

5.C. Other Non-Advisory Fees

The management fee and the performance allocation are exclusive of brokerage
commissions, transaction fees, and other related costs and expenses that are incurred by
the Fund and indirectly borne by Investors. Item 12 of this Brochure describes the factors
Maestria considers in selecting broker-dealers for Fund transactions and determining the
reasonableness of their compensation (e.g., commissions).

The Fund pays its own operating expenses, including but not limited to: investment
expenses such as brokerage commissions, trade execution data and services, clearing and
settlement charges, custodial fees, bank service fees, interest expense, and extraordinary
expenses; legal expenses; professional fees relating to investments, including consultants
and experts; travel expenses related to investigating investment opportunities; accounting
and bookkeeping expenses; audit and tax preparation expenses; fees and out-of-pocket
expenses of any service company retained to provide accounting, investor, administrative
or custodial services for the Fund; and data and information services expenses. The Fund
will also bear the organizational expenses of the partnership and any expenses incurred
in connection with the offer and sale of limited partnership interests, including printing
costs, marketing and legal fees and expenses of the partnership and the general partner
and other expenses of the offering of such interests.

5.D. Advance Payment of Fees

As noted in Item 5.A. above, the management fee charged to the Fund is paid monthly in
advance. The management fee is prorated for any period that is less than a full month but
not refunded upon withdrawal from the Fund prior to the month-end.

       5.E. Compensation for Sale of Securities or Other Investment Products

       Neither Maestria nor its supervised persons accept compensation for the sale of securities
       or other investment products, including asset-based sales charges or service fees from the
       sale of mutual funds.

Item 7 – Types of Clients

       Maestria’s only client is the Fund, which is a private pooled investment vehicle organized
       as a domestic limited partnership. The minimum initial investment in the Fund is
       $250,000, subject to reduction at the discretion of the general partner of the Fund. The
       general partner of the Fund, in its sole discretion, may refuse to accept any such initial or
       additional contributions in whole or in part, or may accept additional capital
       contributions on other dates. An Investor also may be required to withdraw in whole or
       in part from the Fund at any time and for any reason.