MVP Manager LLC

Item 5 – Fees and Compensation

MVP Manager has several different structures for the fees it charges the Managed
Funds. For Managed Funds that hold a single security, MVP Manager typically charges a
one-time fee of 2% or 3%, paid upon funding of an investor’s capital commitment. For
diversified funds, MVP Manager will either charge a one-time fee as described above, or
charge an annual management fee of 2% of committed capital. Certain clients may pay
fixed or reduced fees. MVP Manager may waive or negotiate lower fees for certain
clients and Fund investors, such as owners of single investor funds, charitable
organizations, members of MVP Manager’s Board of Advisors, employees, and their
family members. Further detailed descriptions of each of the Managed Funds and their
terms are provided in a Confidential Offering Memorandum, Limited Partnership
Agreement or Limited Liability Company Operating Agreement, and/or other governing
documents, as applicable, for such Managed Fund (collectively, the “Operating
Documents”). While each Managed Fund typically requires a minimum investment
amount, this may be waived or reduced thereby affecting the amount of fees collected.
The valuation of each investment in a Managed Fund is ordinarily determined based
upon valuations calculated by MVP Manager and its administrator(s) quarterly, and by
their auditors on an annual basis. Although MVP Manager reviews the valuation
procedures used, MVP Manager may not be able to confirm accuracy of such valuations.

Furthermore, revisions to the Fund’s gain and loss calculations will be an ongoing
process, and no appreciation or depreciation figure can be considered final until the
audits of the relevant investment have been completed.

If a contribution to a Managed Fund is received during a calendar quarter, MVP
Manager will prorate the fee for this contribution. In addition to MVP Manager’s
investment management fees, the Managed Funds may bear other operating expenses
or fees which are passed on to investors. Depending on the client, such expenses may
include, but are not limited to, administration, accounting, and legal fees and
disbursements (including legal fees related to the protection of the ManagedFund’s
investments); audit and tax preparation expenses; custodial fees; bank service fees; fund
formation expenses; investment-related travel and entertainment expenses; expenses in
connection with proposed transactions (including, without limitation, travel and other
due diligence expenses and expenses relating to investments that fail to close); research
fees, including business data, pricing, and analytics costs; liability insurance premiums
with respect to the manager; trustee and related fees, and any other reasonable expenses
(as determined by the Managing Member in its sole discretion) related to the purchase,
sale, holding, or transmittal of Fund assets or Fund liabilities. Expenses paid on behalf
of a client by MVP Manager are reimbursed by such client. In addition, MVP Manager
charges performance-based fees as follows:

                Investment Advisor Brochure

Item 7 – Types of Clients

MVP Manager provides investment management services to multiple funds. Interests in
the Funds are available only to Accredited Investors, Qualified Clients, & Qualified
Purchasers (individuals or entities) that meet the relevant Fund’s investment eligibility
criteria per the offering documents and per applicable SEC rules and regulations.

               Investment Advisor Brochure