Outerlands Capital Management LLC

Item	5	–	Fees	and	Compensation

    A.       Fee	Schedule
    The	fees	and	compensation	payable	to	Outerlands	are	negotiable	and	vary	among	its	Clients.
    However,	the	range	of	compensation	is	generally	as	follows:
             1.      Management	Fee
    Funds
    With	respect	to	the	Funds	managed	by	Outerlands,	typically	an	asset-based	management	fee
    is	 charged	 to	 Investors	 in	 the	 Funds	 (typically	 on	 a	 quarterly	 or	 monthly	 basis,	 as	 further
    described	 in	 each	 Fund’s	 Governing	 Documents).	 The	 management	 fee	 received	 from	 the
    Funds	may	be	up	to	two	percent	(2%)	per	annum.
    Managed	Accounts
    With	 respect	 to	 Managed	 Accounts	 advised	 by	 Outerlands,	 typically	 an	 asset-based
    management	 fee	 is	 charged	 to	 each	 Managed	 Account	 Client	 (typically	 on	 a	 quarterly	 or
    monthly	basis,	as	further	outlined	in	each	Client’s	IMA).	Outerlands	will	issue	an	invoice	to
    the	Managed	Account	Client	for	payment	of	the	management	fee.	Management	fees	charged
    to	Managed	Account	Clients	may	range	from	ten	basis	points	(0.1%)	per	annum	up	to	two
    percent	(2%)	per	annum.
    With	 respect	 to	 Managed	 Account	 Services,	 Outerlands	 may	 also	 charge	 an	 hourly	 fee	 to
    provide	 such	 Managed	 Account	 Services,	 as	 agreed	 upon	 between	 the	 Managed	 Account
    Client	and	Outerlands.	Outerlands	will	issue	an	invoice	on	an	ad	hoc	basis	to	the	Managed
    Account	Client	following	completion	of	such	Managed	Account	Services.

                                                                                       Part	2A	of	ADV:
                                                           Outerlands	Capital	Management,	LLC	Brochure

             2.      Performance	Allocation
    Funds
    Outerlands	or	an	affiliate	of	Outerlands	generally	receives	a	performance	allocation	from	each
    Fund	equal	to	a	percentage	of	the	net	profits	allocated	to	each	Investor	in	the	Fund	for	the
    fiscal	 year	 (the	 “Performance	 Allocation”).	 The	 Performance	 Allocation	 is	 also	 subject	 to	 a
    “high	water	mark”	procedure	such	that	the	Performance	Allocation	is	taken	only	to	the	extent
    net	profits	allocated	to	that	Investor	exceeds	any	cumulative	losses	that	were	allocated	to	that
    Investor	for	earlier	periods	and	that	have	not	been	recovered.

    With	respect	to	the	Broad	Quality	Fund,	and	subject	to	the	terms	and	limitations	set	forth	in
    the	applicable	Governing	Documents	for	the	Broad	Quality	Fund,	the	Performance	Allocation
    charged	to	Investors	in	the	Broad	Quality	Fund	is	20%	of	the	net	income	allocated	for	the	year
    to	each	such	Investor,	subject	to	a	“high	water	mark”		and	paid	to	the	General	Partner	only	if
    the	Investor’s	performance	exceeds	the	annualized	return	of	Bitcoin	for	the	given	Fiscal	Year
    (the	“Hurdle	Rate”).

    Outerlands	will	only	charge	a	Performance	Allocation	in	accordance	with	all	applicable	laws
    and	regulatory	requirements,	and	only	to	those	Investors	who	qualify	as	“Qualified	Clients”
    as	 defined	 in	 Rule	 205-3	 under	 the	 Investment	 Advisers	 Act	 of	 1940,	 as	 amended	 (the
    “Investment	Advisers	Act”).
    Managed	Accounts
    Outerlands	 does	 not	 receive	 any	 performance	 -based	 fees	 with	 respect	 to	 its	 Managed
    Account	Clients.
             3.      Fee	Comparison
    The	fees	charged	to	Clients,	including	the	management	fee	and	Performance	Allocation,	may
    constitute	 a	 higher	 percentage	 of	 average	 net	 assets	 than	 would	 be	 found	 with	 other
    investment	advisers.
    B.       Payment	of	Fees
    Management	fees,	Performance	Allocations,	and	third-party	fees	(discussed	below)	are	paid
    by	Clients	directly	to	Outerlands	or	an	affiliate	of	Outerlands	(including	the	General	Partner).
    Funds
    With	respect	to	Funds	managed	by	Outerlands,	management	fees,	which	are	generally	paid	in
    advance,	 are	 charged	 and	 paid	 at	 the	 beginning	 of	 the	 applicable	 period.	 Performance
    Allocations	are	charged	as	of	the	last	day	of	the	calendar	year	and	as	of	any	date	on	which	an
    Investor	 makes	 a	 withdrawal	 or	 receives	 a	 distribution	 from	 the	 Fund.	 Performance
    Allocations	 are	 also	 only	 charged	 to	 those	 Investors	 in	 Funds	 who	 qualify	 as	 “Qualified
    Clients”	as	defined	in	Rule	205-3	under	the	Investment	Advisers	Act.
    Managed	Accounts
    Managed	Accounts	Clients	will	be	issued	an	invoice	from	Outerlands	at	the	end	of	each	month
    for	the	payment	of	fees.

                                                                                    Part	2A	of	ADV:
                                                        Outerlands	Capital	Management,	LLC	Brochure

    C.       Third-Party	Fees
    Funds
    Each	Fund	shall	pay	such	costs	and	expenses	as	Outerlands	shall	reasonably	determine	to	be
    necessary,	 appropriate,	 advisable	 or	 convenient	 to	 carry	 on	 its	 business	 and	 realize	 its
    objective,	including	but	not	limited	to:	(i)	management	fees	and	performance	fees	for	private
    funds;	 (ii)	 all	 general	 investment	 expenses	 (i.e.,	 expenses	 which	 Outerlands	 reasonably
    determines	to	be	directly	related	to	the	investment	of	the	Funds’	assets);	(iii)	all	operating,
    administrative,	legal,	accounting,	auditing,	record-keeping,	tax	form	preparation,	brokerage
    commissions,	 clearing	 fees,	 borrowing	 charges,	 interest	 on	 margin	 and	 other	 borrowings,
    withholding	and	transfer	taxes,	compliance	and	consulting	costs	and	expenses;	(iv)	fees,	costs
    and	 expenses	 of	 third-party	 service	 providers	 that	 provide	 such	 services;	 (v)	 such	 other
    expenses	 as	 may	 be	 set	 forth	 in	 each	 Funds’	 Governing	 Documents;	 and,	 (vi)	 any
    extraordinary	expenses,	among	other	expenses.
    Outerlands’	fees	are	exclusive	of	brokerage	commissions,	transaction	fees,	and	other	related
...

Item	7	–	Types	of	Clients

    As	 stated	 in	 Item	 4,	 Outerlands	 provides	 both	 discretionary	 and	 non-discretionary
    investment	advisory	services	to	its	Clients.
    Funds
    Investors	in	the	Funds	are	generally	“accredited	investors”	within	the	meaning	of	Rule	501(a)
    under	the	Securities	Act	of	1933,	as	amended,	“qualified	clients”	within	the	meaning	of	Rule
    205-3	under	the	Investment	Advisers	Act,	and/or	“qualified	purchasers”	within	the	meaning
    of	Section	2(a)(51)	of	the	Investment	Company	Act	of	1940,	as	amended	(the	“Investment
    Company	Act”).	The	Funds’	interests	may	generally	be	offered	to	institutional	investors,	high-
    net	worth	individuals	and	families,	charitable	organizations,	trusts,	estates,	and	businesses.
    Outerlands	provides	discretionary	investment	advisory	services	with	respect	to	the	Funds	it
    advises,	and	Investors	have	no	ability	to	accept	or	reject	investment	advice.
    Managed	Accounts
    Managed	Account	Clients	are	generally	“qualified	clients”	within	the	meaning	of	Rule	205-3
    under	 the	 Investment	 Advisers	 Act,	 and/or	 “qualified	 purchasers”	 within	 the	 meaning	 of
    Section	2(a)(51)	of	the	Investment	Company	Act.
    With	 respect	 to	 Managed	 Account	 Services,	 Outerlands	 is	 very	 selective	 with	 the	 types	 of
    Managed	Account	Clients	it	is	willing	to	provide	such	Managed	Account	Services	to,	and	will
    only	 choose	 to	 provide	 such	 services	 to	 Managed	 Account	 Clients	 who	 have	 sufficient
    financial	condition	and	a	sophisticated	understanding	of	the	Digital	Asset	ecosystem.

                                                                                      Part	2A	of	ADV:
                                                          Outerlands	Capital	Management,	LLC	Brochure