MSA Advisors LLC

Item 5:        Fees and Compensation

       Management Fees and Performance-Based Compensation

         The description below of MSA’s fees and compensation is intended to provide a summary
of the more typical fee structures shared by certain types of client accounts and is not intended to
describe every fee arrangement between MSA and its clients. At times, MSA, at its discretion, will
agree to reduce, waive, rebate, modify or otherwise calculate differently all or a portion of the fees
as to any given client or Fund investor, or will agree with a client or Fund investor to other changes
in the fees with respect to such client or Fund investor, including with respect to both management
fees and performance-based compensation.

        MSA generally charges clients (i.e., Non-Discretionary Clients, other than the Funds)
management fees on a calendar quarter basis, in arrears, at a rate of 1.00% annually / 0.25% per
quarter on the value of assets under management, as that term is defined in the investment
management agreements between MSA and its clients. However, other arrangements may be
negotiated with individual clients. In addition, MSA charges such clients performance-based fees
(or a “carried interest” or “profits re-allocation”) of up to 10% of the gains in client accounts. See
Item 6 below for further details. For Non-Discretionary Clients, quarterly management fees and
related expenses described herein are billed to such clients and paid separately from assets under
management (i.e., not deducted from investment assets). For Single-Client Vehicles, fees are
deducted from each such client’s assets.

        Each Fund generally pays MSA an annual management fee in exchange for investment
advisory services as set forth in more detail in the applicable Fund Governing Documents. The
Fund’s general partner will generally make capital calls from the investors for the amount of
MSA’s management fees and pay the amounts received to MSA. In addition to the management
fees described above, with respect to each Fund, MSA will also be entitled to receive a
performance-based income allocation from such Fund after certain performance hurdles have been
met, as further described in the applicable Fund Governing Documents. Such performance-based
allocation represents a portion of each Fund's net investment profits.

       MSA creates certain special purpose vehicles, alternative investment vehicles, co-
investment entities or other similar structuring vehicles for purposes of accommodating certain
administrative and operational convenience, legal, tax, regulatory, or other purposes (collectively,
the “SPVs”). MSA serves as the general partner or managing member of the SPVs, which
generally are not considered separate clients of MSA. MSA will charge management fees or
receive performance-based income allocation for its services to certain SPVs. SPVs also bear
expenses that are similar to those described herein. Fees and performance-based allocation
received from the SPVs will generally reduce or offset management fees or carried interest
otherwise payable by the clients, as investors in the SPVs, directly to MSA to avoid duplicate fees.

       MSA and/or its personnel (including certain family members of such personnel) invest in
the Funds and SPVs. Generally, MSA and/or its personnel are not subject to management fees or
performance-based compensation with respect to their investments in the Funds or SPVs. All
investors, including MSA and/or its personnel, pay expenses incurred by the Funds and SPVs.

       Other Types of Fees and Expenses

        Under the investment management agreements, Non-Discretionary Clients and Single-
Client Vehicles agree to reimburse MSA for expenses incurred by MSA in the oversight of such
client accounts. These fees will include (a) account-related expenses including third-party fees,
costs and expenses related to professional services, including legal, custodial, administration,
auditing, valuation, appraisal, investment banking, consulting, depositary, safekeeping, tax,
accounting, including expenses paid or incurred in connection therewith, and other professional
fees and expenses; (b) expenses in connection with investments and potential investments whether
or not consummated, including the discovery, evaluation, execution, acquisition, holding,
development, management, monitoring, refinancing, and disposition thereof, which fees, costs and
expenses include travel, accommodation, meal and entertainment expenses related to such
investments or potential investments, private placement fees, syndication fees, bank charges,
closing and execution costs, sales commissions, appraisal fees, taxes, underwriting commissions
and discounts, brokerage fees and information services; and (c) fees, costs and expenses relating to
reporting obligations, including expenses associated with the preparation of financial statements and
Schedule K-1s. In the case of Single-Client Vehicles, expenses are incurred in connection with the
formation and organization of such Single-Client Vehicles. The allocation of these expenses
among clients is generally based on the relative size of assets under management for each
participating client, though if expenses are related to specific clients or investments, such expenses
will be allocated directly to the relevant clients or investments.

         Consistent with the Fund Governing Documents, in addition to the management fees and
performance-based compensation, each Fund will bear certain expenses incurred in connection
with the organization of the applicable Fund, general partner, or managing member, as applicable
(including, without limitation, any alternative investment vehicles of any of the foregoing),
including third party legal and accounting fees, travel and out-of-pocket expenses, and all costs
and expenses incurred in connection with the offering of applicable Fund interests (but excluding
...

Item 7:        Types of Clients

        MSA’s clients on a discretionary basis (through Single-Client Vehicles) and non-
discretionary basis (the Non-Discretionary Clients) consist primarily of high net worth individuals
and families and their related private charitable foundations, trusts, select institutional investors,
and other entities. MSA generally requires clients to place at least $10 million under an advisory
relationship; however, MSA maintains discretion to accept less than the minimum threshold.

         As described above in Item 4 above, MSA also provides investment advisory services to
the Funds. The investors in the Funds generally include the clients and other non-client investors
such as endowments, foundations, public and private pension funds, funds-of-funds, U.S. and non-
U.S. institutional investors, family offices, high net worth individual investors, and other
investment funds. With respect to Funds, minimum investments are generally set forth in each
Fund Governing Document; however, MSA may reduce or waive the minimum investment amount
at its sole discretion.