Masonry Capital Management LLC

Item 5.         Fees and Compensation:

                    (A)   Generally: Management fees for the Fund and each Managed
                          Account are calculated based on a periodic percentage of the
                          value of the assets under management of each account.

                          In consideration of its services to the Fund and each Managed
                          Account, the Firm will receive a management fee (the
                          “Management Fee”). The Management Fee that is charged to a
                          Fund Investor is based on such Fund Investor’s ownership of Class
                          A or Class B interests. The Management Fee charged to Class A
                          interests will be calculated at approximately 0.5% annually
                          (0.0417% per month) and The Management Fee charged to Class
                          B interests will be calculated at 1.00% annually (0.0833% per
                          month), with respect to the net assets of the Fund.

                          The Firm offers Managed Account clients either a fixed
                          management fee or a customized fee structure. For internally
                          managed portfolios the Firm charges a fixed Management Fee at a
                          rate of 1.00% (i.e., 100 basis points) valued as of the last business
                          day of the previous calendar quarter. The Firm also offers an
                          advisory service and charges a fixed Management Fee of 0.60% on
                          the assets under advisement valued as of the last business day of
                          the previous quarter. However, any customized fee shall be
                          agreed upon between the Firm and the Managed Account client
                          and memorialized in the relevant investment management
                          agreement.

                          The Firm also offers consulting services to other financial
                          institutions for a fixed fee ranging between 20 basis points
                          (0.20%) and 100 basis points (1.00%) of the assets under
                          advisement. Consulting services includes providing investment
                          recommendations and other investment support on a non-
                          discretionary basis.

                          In addition, the General Partner will collect a Performance
                          Allocation (as defined below) from the Fund equal to 20% of the
                          Fund’s net income, as defined in Item 6, below. The Firm may
                          also collect a performance-based fee from each Managed Account
                          that has a performance fee schedule equal to 20% of the net
                          profits (including realized and unrealized gains), subject to the
                          Loss Carryforward (as defined below). Should a Managed Account
                          client choose the customized fees structure, such performance-
                          based fee, if any, shall be agreed upon between the Firm and the
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                          Managed Account client and memorialized in the relevant
                          investment management agreement.

                          The firm may also act as a subadviser to unaffiliated third party
                          advisers and the firm would receive a share of the fees collected
                          from the third party adviser’s client. The fees charged are
                          negotiable and will not exceed any limit imposed by any
                          regulatory agency. This relationship will be memorialized in each
                          contract between the firm and the third party adviser.

                          The Firm participates in one or more alpha capture programs
                          sponsored by unaffiliated market participants that are not Clients
                          of the Firm. The information the Firm provides varies by program
                          and changes from time to time, and consists of investment ideas
                          the Firm submits, positions and transactions already effected in
                          Client accounts that the Firm reports to the sponsor, or both.
                          Compensation the Firm receives under these programs consists of
                          a fixed fee and a performance-based fee tied to the realized
                          profitability of what the Firm submits or reports. The
                          performance-based fee is payable only to the extent the sponsor
                          determines that what the Firm has submitted has been profitable,
                          and the Firm may earn no performance-based fee in a given
                          period. This compensation is paid by the program sponsor and is
                          not charged to, or borne by, Fund Investors or Managed Account
                          Clients. The conflicts of interest this arrangement presents are
                          described in Item 6.

                    (B)   Payment of Fees: Management Fees for the Fund and Managed
                          Accounts are calculated and deducted quarterly in advance, as
                          specified in the applicable confidential private placement
                          memorandum and related offering documents (“Offering
                          Documents”) of the Fund or the applicable investment
                          management agreement for any Managed Account.                  The
                          Management Fee will be refunded in a pro rata fashion as
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Item 7.         Types of Clients:

                    The Firm provides advisory services for the Fund and for Managed
                    Accounts. The minimum investment in the Fund is $500,000 and the
                    minimum subsequent investment is $50,000. Please refer to the relevant
                    investment management agreement for minimum investments amounts
                    in any Managed Accounts. The Firm has discretion to accept lesser
                    investment and minimum account balances.

                    In general, in order to invest in the Fund, a Fund Investor must meet
                    certain minimum suitability requirements, including qualifying as an
                    “Accredited Investor” under the Securities Act of 1933, as amended, and
                    as a “Qualified Client” under the Investment Advisers Act of 1940, as
                    amended.