Muse Capital Management LLC

Item 5 Fees and Compensation
    ADVISORY FEES
The following information describes how Muse Capital is compensated for the investment
advisory and financial planning services we provide to our clients. The specific manner in which
fees are charged and the compensation we receive may differ between clients depending upon the
individual Investment Management Agreement and/or Financial Planning Agreement with each
client. Muse Capital reserves the right to negotiate our compensation with clients depending on
the scope of our advisory relationship, and we may charge higher or lower fees than are available
from other firms for comparable services. Muse Capital has the general discretion to waive all or
a portion of our fees, but typically only exercises this discretion for our employees.

Private Fund Management and Performance-Based Fees

Private Funds, Generally

Each investor in the Funds generally must be, among other things, (a) an accredited investor as
defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended, and
(b) a "qualified client" as defined in Rule 205-3 under the Advisers Act.

Although Muse Capital does not generally provide Management Fee discounts, it may negotiate a
unique fee structure for large Fund investors. Fee variances, if any, that differ from the standard
Management Fee will be disclosed and agreed upon in a written agreement signed between Muse
Capital and the applicable investor(s). Generally, the Management Fee is payable monthly in
arrears and is equal to a percentage charged      on an annualized basis of each Limited Partner’s
capital account, as of the opening of business on the first business day of each calendar month
(after giving effect to capital contributions and withdrawals). Neither the General Partner nor any
Limited Partner affiliated with the General Partner shall be charged a Management Fee. The
General Partner in its discretion may waive or reduce the Management Fee chargeable to any
Limited Partner.

The Fund and its related Partnership shall bear all operating expenses and other costs of the
Partnership including, but not limited to: (i) accounting, bookkeeping, tax and auditing fees and
expenses; (ii) legal fees and expenses; (iii) all fees and disbursements of the Partnership’s, the
General Partner’s and the Investment Manager’s attorneys, consultants and other third parties
performing work benefiting the Partnership or otherwise in connection with the Partnership’s
investment activities; (iv) insurance and bonding costs; (v) all trading expenses and transaction
costs; (vi) fees or assessments; (vii) research and portfolio management expenses; (viii) fees of the
Partnership’s registered agent; (ix) fees of the Administrator; (x) the cost of preparation and
distribution of reports and statements to Limited Partners; (xi) all filing and recording fees; (xii)
all custodial fees, bank service fees, and fees or expenses associated with insuring the Partnership’s
assets; (xiii) the Management Fee; (xiv) all applicable federal, state, local and foreign taxes payable
by the Partnership; and (xv) any extraordinary expenses, such as indemnification and litigation
expenses.

All performance fees charged by Muse Capital to the Funds are subject to a high-water mark,

which means that Muse Capital is only entitled to a Performance Fee to the extent that net income
allocated to investors for the period exceeds any net losses previously allocated to the investors
since the last date a Performance Fee was calculated. This provision prevents the Firm from
receiving Performance Fees on net income that simply restores prior net losses. Muse Capital does
not represent that its Performance Fees or the manner of calculating them is consistent with
performance-based fees charged by other investment advisers under the same or similar
circumstances. The performance-based fees charged by Muse Capital may be higher than those
charged by other investment advisers for the same or similar services. Please see Item 6, below,
for additional discussion of Performance Fees.

The Funds generally permit investors to redeem capital as of the end of any calendar quarter with
45 days prior written notice. As all Performance Fees for the Funds are charged in arrears, there is
no opportunity for a refund of Performance Fees. However, if an investor redeems part or all of its
capital at any time prior to the end of a calendar year, then the Performance Fee, as applicable, will
be calculated and charged as of the date of redemption.

SMA Investment Management Services

Investment Management Fees: In consideration for providing investment management services
and pursuant to the Investment Management Agreement with the client, our firm charges an annual
asset-based fee based on the client’s assets under management (“AUM”) as valued by the qualified
custodian. Investment Management fees range from 0.55% to 1.25% based on the following
schedule.

                                             Fee Schedule
                               Assets Under Management      Annual Fee %

                                    $0 - $5,000,000             1.25
                                $5,000,001 - $10,000,000        0.85
                                $10,000,001 - 25,000,000        0.75
                               $25,000,001 - $50,000,000        0.65
                                     $50,000,001 +              0.55
Muse Capital generally bills our fees on a monthly basis in arrears. Clients may authorize the
deduction of our fees from their managed accounts by the qualified custodian and choose the
method by which our fees will be calculated. Clients may elect to have our advisory fees calculated
by our firm or the custodian and deducted from their accounts. The client can make this election
when applying for their account or at any time, or cancel the existing arrangement. All fees will
be supported by an invoice to the client itemizing the fee.
...

TYPES OF CLIENTS
Muse Capital offers investment advisory services to a diversified group of clients including pooled
investment vehicles (private funds), individuals, high net worth individuals, trusts, estates,
corporations, and other business entities. Client relationships may vary in scope and length of
service.

   ACCOUNT REQUIREMENTS
Muse Capital does not require a minimum account balance for investment management services.
The minimum investment amount for each Fund is described in the respective Offering
Documents.

To invest in the Funds, each investor generally is required to certify that it is, among other things,
an "accredited investor" (as such term is defined in Rule 50l(a) of Regulation D under the
Securities Act) and a "qualified client" (as such term is defined in Rule 205-3 under the Advisers
Act). Each prospective investor generally is required to complete and return various subscription
documents to the applicable Funds, which are designed to provide the applicable Funds, us and
our affiliates and agents with important information about the investor. Subscriptions may be
accepted or rejected, in whole or in part, in the sole discretion of the general partner or directors
of a Funds.