Midtown Investment Advisors LLC

Item 5. Fees and Compensation

Advisory Fee: For services provided to Clients, the Firm is entitled to receive an annual
Advisory Fee of up two percent (1%) of the assets it manages.

The Firm may, in its sole discretion, reduce, waive or rebate all or a portion of the Advisory
Fee with respect to one or more Clients (including the Firm’s affiliates) for any period of
time, or agree to apply a different Advisory Fee for any Client.

A full description of the entire fee arrangement will be disclosed to the Client in the relevant
IMA. Fees may be deducted directly from a Client’s account, if so authorized by Client,
and as specified in the relevant IMA.

Payment of Fees:

Advisory Fees: The Firm generally charges Advisory Fees on a quarterly basis in arrears.
Specifically, Advisory Fees are calculated based on the purchase price of the assets held
by the Funds and charged via invoice.

Performance Fees: The Firm does not charge performance fees at this time.

Additional Fees and Expenses: Clients will be responsible for the costs and expenses of
organizing the Partnership and all initial offering expenses of the Client, including but not
limited to, legal and accounting fees, entity formation expenses, printing costs, mailing
expenses, consulting fees, employee salary expense incurred by the Firm and its affiliates
which is attributable to the organization of the Client and the offering of Units, including,
without limitation, consulting fees, the salaries of marketing and distribution personnel or
consultants employed or retained by the Firm affiliates, and travel and other out-of-pocket
expenses, filing and placement fees and other organizational expenses including the out-
of-pocket expenses of the Firm incurred in connection with the registration as an
investment advisor under the Advisers Act, or in connection with the formation of the
Clients. The foregoing discussion Item 5 represents the Firm’s basic compensation
agreements. Fees and compensation are negotiable in certain circumstances and
arrangements with any particular client may vary.

Fees Paid in Advance: The Firm does not require Clients to pay fees in advance, and
even if it did, would not require that fees be paid in excess of six months in advance and
exceed $1,200.

Termination of Services: A Client may terminate its agreements with the Firm in
accordance with the terms agreed upon in the relevant IMA. The Advisory Fee will be pro-
rated for the quarter in which the cancellation notice was given, and any unearned fees
will be refunded to the Client, if applicable. After a Client’s agreement with the Firm has
been terminated, transactions are processed at the prevailing brokerage rates. Client
becomes responsible for monitoring their own assets and the Firm has no further
obligation to act or provide advice with respect to those assets.

Additional Compensation of Supervised Persons: Neither the Firm nor any of its
supervised persons accepts compensation for the sale of securities or other investment
products.

Item 7. Types of Clients

Types of Clients: The Firm offers professional advisory services to private funds which may
involve discretionary and/or non-discretionary advice.

The Firm will seek to obtain from its Clients a full, clear and complete understanding of the
Client’s objectives and risk tolerance as well as investments strategies dictated in the fund
documents and IMA.