Morgan Stanley Smith Barney Venture Services LLC

Item 5: Fees and Compensation
    A.     Compensation for Advisory Services

Compensation for advisory services to the Company. The Company will pay VS a fee (the “Management Fee”) calculated and
accrued monthly as a per annum percentage of value of an investor’s investment in a Series. The applicable percentage applied to
each investor’s investment is determined by the aggregate amount of investments made, minus withdrawals, by an investor in a Series
(1.25% per annum for investments less than $5,000,000 and 1.00% per annum for investments of $5,000,000 or greater). The
Management Fee is payable to VS in arrears as of the last business day of each calendar quarter or upon the withdrawal of an investor
from the Company with respect to the amount withdrawn. VS may, in its sole discretion, waive all or any portion of the
Management Fee due to VS from any investor without entitling any other investor to a similar waiver. The Management Fee may be
modified or changed by the managing member of the Company upon not less than thirty (30) days’ prior written notice to all affected
investors; provided, that no modification or change to the Management Fee will take effect until the day immediately following the
next date upon which the investor may withdrawal all or a portion each investment in each Series of Interests as of each date set forth
in the Supplement for such Series. In addition, the Company, as an investor in Underlying Funds, will be subject to all fees and
expenses of such Underlying Funds as provided in their organizational documents, including any management fees and carried interest
obligations. A complete description of the fees payable by the Company can be obtained from the Confidential Private Placement
Memorandum for the Company that is delivered to investors prior to investment.

    B.     Payment of Fees
As compensation for providing investment advisory services to the Company, VS is paid a quarterly management fee, in arrears, by
the Company at a per annum rate set forth in the Confidential Private Placement Memorandum that is delivered to investors in the
Company prior to investment.

    C.     Additional Fees and Expenses
The fees described in this Brochure do not cover:
•   the costs of investment management fees and other expenses charged by the investment manager to the Underlying Funds in
    which the Company invests
•   “mark-ups,” “mark-downs,” and dealer spreads (A) that affiliates of VS may receive when acting as principal in certain
    transactions where permitted by law or (B) that other broker-dealers may receive when acting as principal in certain transactions
    effected through VS and/or its affiliates acting as agent, which is typically the case for dealer market transactions (e.g., fixed
    income and over-the-counter equity)
•   brokerage commissions or other charges resulting from transactions not effected through VS or its affiliates
•   account closing/transfer costs
•   processing fees or
•   certain other costs or charges that may be imposed by third parties (including, among other things, odd-lot differentials, transfer
    taxes, foreign custody fees, exchange fees, supplemental transaction fees, regulatory fees and other fees or taxes that may be
    imposed pursuant to law).

For more information regarding brokerage commissions, see Item 12.

    D.     Prepayment of Fees
VS does not offer Funds the ability to pay for fees in advance.

Item 7: Types of Clients
For the Company, VS serves as the investment advisor to the Company which serves as a “feeder fund” that will offer one or more
Series of Interests that will provide an investor with the opportunity to obtain exposure to the investment performance of between
three (3) and six (6) pre-specified vehicles. VS does not provide investment advice directly to investors in the Funds. VS provides
investment advisory services to each Fund pursuant to an investment advisory agreement between VS and such Fund. While VS
does not provide investment advisory services directly to investors in the Funds, each Fund requires a minimum capital commitment
generally ranging from $500,000 to $1,000,000 from each investor, except for the Company which requires a minimum initial
investment of $250,000. VS may accept a lower capital commitment or initial investment in VS’s discretion.