Midwood Capital Management LLC

ITEM 5: FEES AND COMPENSATION

Overview

For services provided to the Midwood Partners Fund, we charge a monthly management
fee in advance equal to one twelfth (1/12) of one and one-half percent (1.5%) of the net
asset value of the Midwood Partners Fund on the first day of the month for which the
management fee is due. A pro rata portion of the management fee will be refunded if
the Midwood Partners Fund terminates its investment management agreement on a date
prior to the last day of a month. We may elect to waive the management fee in whole or
in part for any investor in such Fund.

With respect to other prospective clients, our compensation will vary depending on
the type of advisory services we are providing and the nature of the client.

Other Fees and Expenses

In addition to the management fees described above, brokerage
commissions, transaction fees, service provider fees, and other related costs and
expenses will be incurred on behalf of clients, including the Fund. The Fund will also
pay, all operating costs and expenses including any taxes (other than income taxes),
accounting, audit and legal expenses, investment expenses such as outsourced trading
services, research fees and expenses, direct fees and expenses such as travel and due
diligence expenses related to the analysis, purchase or sale of investments, whether or
not a particular investment is consummated, interest on margin accounts and other
indebtedness, borrowing charges on securities sold short, custodial and prime
brokerage fees and any other expenses reasonably related to the purchase, sale or
transmittal of the Fund's assets.

Execution of client transactions typically requires payment of brokerage commissions
and other transaction costs by clients. “Item 12 – Brokerage Practices” further
describes the factors that we consider in selecting broker-dealers for the execution of
transactions.

We do not accept, and none of our principals, members, managers, directors, officers and
employees (collectively, “supervised persons”) accept, any compensation for the sale of
securities or other investment products.

See Item 6 with respect to the incentive allocation that we receive.

ITEM 7: TYPES OF CLIENTS

We currently provide advisory services to a pooled investment vehicle, which is
exempt from registration under the Investment Company Act of 1940, as amended.

We may, in the future, provide advice to individuals, institutions, mutual funds,
pension and profit sharing plans, additional pooled investment vehicles, charitable
organizations, corporations, other investment advisers, and other business entities.

Our investment minimums vary according to product and strategy. The minimum
investment required to invest in the Midwood Partners Fund is as described in the
Midwood Partners Fund’s offering memorandum and generally is a minimum of
$1,000,000. We may make exceptions to this minimum on a case by case basis, taking
into account factors specific to a particular investor.