Matters Capital LLC

Item 5 – Fees and Compensation

The following paragraphs detail the fee structure and compensation methodology for services provided by the
Advisor. Each Client engaging the Advisor for services described herein shall be required to enter into one or more
written agreements with the Advisor.

A. Fees for Advisory Services
Wealth Management Services
Wealth management fees are paid in arrears of each month pursuant to the terms of the wealth management
agreement. Wealth management fees are based on the average account balance at the close of the month for which
the fee is applicable and the preceding month (“Billable Value”). For new accounts, the fee for the first month is based
only on the balance as of the last day of that month. Wealth management fees range up to 1.25% annually based on
several factors, including: the scope and complexity of the services to be provided; the level of assets to be managed;
and the overall relationship with the Advisor. Relationships with multiple objectives, specific reporting requirements,
portfolio restrictions and other complexities may be charged a higher fee.

The wealth management fee in the first month of service is prorated from the inception date of the account[s] to the end
of the first month. Fees may be negotiable at the sole discretion of the Advisor. The Client’s fees will take into
consideration the aggregate assets under management with the Advisor. All securities held in accounts managed by
Matters Capital will be independently valued by the Custodian. The Advisor will conduct periodic reviews of the
Custodian’s valuation to ensure accurate billing.

The Advisor’s fee is exclusive of, and in addition to any applicable securities transaction and custody fees, and other
related costs and expenses described in Item 5.C below, which may be incurred by the Client. However, the Advisor
shall not receive any portion of these commissions, fees, and costs.

Use of Independent Managers – As noted in Item 4, the Advisor may implement all or a portion of a Client’s investment
portfolio utilizing one or more Independent Managers. To eliminate any conflict of interest, the Advisor does not earn
any compensation from an Independent Manager. The Advisor will only earn its wealth management fee as described
above. The Advisor will allocate a portion of the advisory fee collected to the Independent Manager pursuant to the
terms of the executed agreement between the Advisor and the Independent Manager. The total blended fee, including
the Advisor’s fee and the Independent Manager’s fee, will not exceed 2.00% annually.

Investment Consulting Services
For investment consulting engagements that fall outside the Advisor’s wealth management services, the Advisor will
charge a fixed annual fee ranging up to $150,000, which may be negotiable depending on the nature and complexity of
each Client’s circumstances.

Private Fund Advisory Services
The Advisor may receive an annual management fee from the Funds in accordance with the respective Funds’ Offering
Documents. When fees are assessed, the management fee structure ranges up to 2.00% depending on the type of
                                                     Matters Capital LLC
                                   2000 Ponce de Leon Blvd Suite 600, Coral Gables, FL 33134
                                                    Phone: (305) 528-3701
                                                    https://matters.capital/

vehicle and the size of the Investors commitment. Fees are negotiable on a Fund-by-Fund basis. In addition to
management fees, certain Funds may be assessed a one-time closing fee, the terms of which are set forth in the
applicable Offering Documents. Investors should refer the respective Funds’ Offering Documents for additional
information on management fees.

B. Fee Billing
Wealth Management Services
Wealth management fees are calculated by the Advisor or its delegate and deducted from the Client’s account[s] at the
Custodian. The Advisor shall send an invoice to the Custodian indicating the amount of the fees to be deducted from
the Client’s account[s] at the respective month end date. The amount due is calculated by applying the monthly rate
(annual rate divided by 12) to the Billable Value with Matters Capital at the end of each month. Clients will be provided
with a statement, at least quarterly, from the Custodian reflecting deduction of the wealth management fee. Clients are
urged to also review and compare the statement provided by the Advisor to the brokerage statement from the Custodian,
as the Custodian does not perform a verification of fees. Clients provide written authorization permitting advisory fees
to be deducted by Matters Capital to be paid directly from their account[s] held by the Custodian as part of the wealth
management agreement and separate account forms provided by the Custodian.

Use of Independent Managers – For Client accounts implemented through an Independent Manager, the Client’s overall
fees may include Matters Capital’s wealth management fee (as noted above) plus investment management fees and/or
platform fees charged by the Independent Manager[s], as applicable. In certain instances, the Independent Manager or
the Advisor may assume responsibility for calculating the Client’s fees and deduct all fees from the Client’s account[s].

Investment Consulting Services
Investment consulting fees are due and payable at the end of each quarter. Clients may choose to be invoiced directly
or have their fees deducted from a non-qualified investment account managed by the Advisor.

Private Fund Advisory Services
Management fees are due and calculated in advance, based on each Investor’s committed capital. Fees are not affected
by changes in the net asset value (NAV) of the Fund or the valuation of its underlying investments. Investors should
refer the respective Funds’ Offering Documents for additional information on the fee billing methodology.
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Item 7 – Types of Clients

Matters Capital offers investment advisory services to individuals, high net worth individuals, trusts, and estates.
Matters Capital generally does not impose a minimum relationship size.

                                                     Matters Capital LLC
                                   2000 Ponce de Leon Blvd Suite 600, Coral Gables, FL 33134
                                                    Phone: (305) 528-3701
                                                    https://matters.capital/

Matters Capital also provides investment advisory services to pooled investment vehicles. The Funds are not
registered under the Investment Company Act of 1940, as amended, in reliance on the exemption provided by Section
3(c)(7) thereunder. Accordingly, interests in the Funds are privately offered only to Investors that satisfy the applicable
eligibility requirements, including “qualified purchaser” and “accredited investor” status, as defined under the
Investment Company Act and the rules thereunder, subject to any applicable look-through, attribution, and ownership
counting rules.

In addition, interests in the Funds are not registered under the Securities Act of 1933, as amended, and are offered
in reliance on an exemption from registration under Rule 506(b) of Regulation D under the Securities Act. As a result,
the Funds are offered without general solicitation or general advertising.

Investors in the Funds are generally expected to satisfy the applicable eligibility standards set forth in the relevant
Offering Documents, including, as applicable, accredited investor and qualified purchaser requirements. investors
may include individuals, entities, trusts, estates, family offices, and other business organizations that meet the
applicable eligibility criteria. In addition, owners, principals, employees, affiliates, and other related persons of the
Advisor may invest in one or more of the Funds to the extent permitted by applicable law and the relevant Offering
Documents.