Muller & Monroe Asset Management LLC

Item 5 – Fees and Compensation

    A. Compensation for Advisory Services

      Fees and compensation for each client are negotiated and specified in the limited
      partnership agreement of that client. Such fees and compensation may include asset-based
      advisory fees as well as a share of the profits based on performance.

    B. Billing of Asset-based Fees

      We generally bill (issue an invoice to) clients for our asset-based advisory fees. We may
      deduct fees from commingled fund client assets prior to billing, but within the billing
      period. We would do this: 1) in the event the client has excess cash on hand, and 2) in
      order to draw our fees without causing the client to issue a separate capital call to the
      limited partner investors of the client. The bill for the fees would then be included as part
      of (netted against) the next distribution notice for that client. Here is an example of how
      this would work:

           1)   Client has received a distribution March 30th from an underlying primary fund
           2)   April 1st we deduct our management fee from client assets and issue an invoice
           3)   April 5th the client issues a distribution notice to its limited partner investors
                which nets the fees for April 1st against the underlying distribution from March
                30th

      We try to bundle calls for capital from or distribution notices to our clients’ limited partners
      whenever possible. As advisor to our clients, we use our discretion in determining whether
      to bill clients for fees or deduct fees (as described in paragraph 5.D.) from client assets.

      Billing of Performance-based Fees

      We will receive any performance-based fees we earn by means of a distribution from our
      clients to the related general partner through which we invest. This is otherwise known as
      “carry”.

    C. In addition to advisory fees, each client pays other fees and expenses as agreed upon in the
       limited partnership agreement of that client. Examples of these expenses are as follows:

           1)   Investment due diligence costs – legal, travel, and background check fees
                incurred for the purpose of evaluating investments for specific clients. These
                include costs incurred for due diligence on investments that are ultimately made
                as well as those that are abandoned in due diligence. If an investment is
                considered for more than one client, the related due diligence costs are shared
                pro-rata by those clients.
           2)   Auditing and accounting expenses – annual audit fee and tax return preparation
                fees for the client limited partnership.
           3)   Custodial fees – annual charges for custodial services for the client limited
                partnership.

                         Part 2A of Form ADV: Firm Brochure

       4)   Organizational costs – legal fees to put together the client’s offering documents
            and limited partnership agreement, negotiation of side letters for the admission of
            additional limited partners subsequent to the initial closing, travel related to the
            formation of the client limited partnership (typically travel to/from a limited
            partner’s place of business).
       5)   Legal fees – ongoing legal expenses related specifically to the client limited
            partnership. An example of such an expense would be an amendment to the
            current limited partnership agreement.
       6)   Monitoring – Annual meeting attendance expense and any other client meeting
            requiring travel.

  The client may incur brokerage and other transaction costs. Please see Item 12 of this
  brochure.

D. Clients must pay asset-based fees quarterly in advance. One client pays quarterly advisory
   fees in arrears. We bill for fees on January 1, April 1, July 1, and October 1 of each year
   that advisory services are provided. Clients pay these fees by issuing a call for capital to
   their general and limited partner investors. The date clients pay the fees is determined by
   the capital call due date which is on or shortly after the billing date.

  If we cease to act as the advisor to any client, we will refund any unearned portion of fees
  paid in advance by the client. The amount of refund will be determined by multiplying the
  fee paid for the quarter by the fraction of the quarter remaining (days in quarter post
  termination of advisory contract/the number of days in the quarter).

E. No partner or employee of Muller & Monroe Asset Management, LLC accepts
   compensation for the sale of securities or other investment products, including asset-based
   sales charges or service fees from the sale of securities or other investment products.

                               Part 2A of Form ADV: Firm Brochure

Types of Clients

Our clients are limited partnerships that make private equity investments on behalf of limited
partners. Each client invests in other private equity partnerships or portfolio companies, as is the
case with co-investments, selected by us as appropriate for the client based upon the investment
criteria outlined in the client’s limited partnership agreement. We act as the investment manager to
each client in exchange for fees and according to terms provided for in the client’s limited
partnership agreement and applicable side letters.

Account Requirements

We have several general requirements to establish a client fund:

       First, we require minimum commitments of $30 - $50 million to establish a client fund,

       Second, we require a minimum commitment of $3,000,000 by a limited partner investor or
       other qualified institutional investor in a client fund,

       Third, we require the limited partner investors in a client fund to be a qualified institutional
       investor, such as a public or corporate pension fund, and

       Fourth, we require that any individual who invests in the client fund through our general
       partner entity be:

            a)     Either an executive officer, director, general partner or person serving in similar
                   role at M2, or

            b)     An employee of M2 who, in connection with his or her regular duties, participates
                   in M2 investment activities.

                             Part 2A of Form ADV: Firm Brochure