Nebrodi Partners LLC

Item 5 – Fees and Compensation

A. Describe how you are compensated for your advisory services. Provide your fee schedule.
   Disclose whether the fees are negotiable.
   In general, Nebrodi receives a management fee (the “Management Fee”) for its services and
   certain Clients also pay performance-based fees which are calculated and paid in accordance
   with the Investment Management Agreements. All fees are negotiated and documented within
   Investment Management Agreements.
   The Firm delivers this Brochure only to qualified purchasers as defined in Section 2(a)(51)(A)
   of the Investment Company Act of 1940, as amended, and therefore, is not required to disclose
   its Clients’ fee schedules.

B. Describe whether you deduct fees from clients’ assets or bill clients for fees incurred. If clients
   may select either method, disclose this fact. Explain how often you bill clients or deduct your
   fees.
   In accordance with the Investment Management Agreements, Nebrodi will bill its Clients for
   the annual Management Fee in advance, or in arrears, on no less than on a quarterly basis.

C. Describe any other types of fees or expenses clients may pay in connection with your advisory
   services.
   The Firm intends to only invest in private securities and Nebrodi may incur expenses in
   connection with the investigation (e.g., due diligence) and legal documentation of these
   transactions. In some cases, Clients will reimburse the Firm for these expenses. In the rare
   event that Nebrodi either recommends a purchase or sale of a public security or must otherwise
   utilize a broker, the Client may incur brokerage and other transaction fees, as more fully
   described in Item 12 of this Brochure, and in accordance with the Investment Management
   Agreements.
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D. If your clients either may or must pay your fees in advance, disclose this fact. Explain how a
   client may obtain a refund of a pre-paid fee if the advisory contract is terminated before the
   end of the billing period. Explain how you will determine the amount of the refund.
    The Clients pay the annual Management Fee quarterly either in advance or arrears in
    accordance with the terms of each Client’s Investment Management Agreement. Each Client
    will obtain the Management Fee reimbursement (or reduction) if the Investment Management
    Agreement is terminated during any quarterly period. Such reimbursement (or reduction) will
    be done in accordance with calculations and methodology described in the respective
    Investment Management Agreement.

E. If you or your supervised persons accept compensation for the sale of securities or other
   investment products, including asset-based sales charges or service fees from the sale of mutual
   funds, disclose this fact.
    Neither Nebrodi nor any of its supervised persons accepts compensation for the sale of
    securities or other investment products.

Item 7 – Types of Clients

Describe the types of clients you generally provide investment advice to, such as individuals,
trusts, investment companies or pension plans. If you have any requirements for opening or
maintaining an account, such as a minimum account size, disclose these requirements.
As described in Item 4, Nebrodi currently has two Clients: an insurance company and a pension
plan. The terms of the investment advisory services that Nebrodi provides to such Clients are
outlined in the respective Investment Management Agreements.