Positive Selection Investment Management LLC

Item 5. Fees and Compensation

Positive Selection does not charge a management fee as compensation for its services.
As more fully described below and in the Governing Document, in lieu of a management
fee, the Fund shall reimburse the Firm or General Partner for certain administrative
services and expenses (collectively, “Administrative Expenses”) subject to an annual and
overall cap. Limited Partners in the Fund may pay carried interest, which will generally be
15% to 20%, as discussed in greater detail in Item 6 below.
The Firm, the General Partner, and persons associated with the Firm are permitted to
receive directors’ fees, consulting fees, break-up fees, or other compensation from
portfolio companies or prospective portfolio companies of the Fund which creates a
conflict of interest.

Positive Selection                                                                         4
Form ADV Part 2A

Any future fund launched by Positive Selection may have materially different terms than
those summarized above.
Operating and Other Expenses of the Fund
Expenses borne by the Fund are described in detail in the Fund’s Governing Document.
The Firm, General Partner and the Fund shall each pay their own organizational
expenses.
All normal administrative and overhead expenses of the General Partner and the Firm,
including all salaries, wages, bonuses and benefits of the employees of the General
Partner, the Firm and their affiliates; office expenses, including rent payable for space
used by the Firm, the General Partner or the Fund; expenditures for equipment used by
the Firm, the General Partner or the Fund and expenses related to the Firm's registration
under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and any other
compliance or regulatory related expenses in connection with such registration and any
other compliance or regulatory expenses of the Firm are considered to be Administrative
Expenses and are borne by the Firm or General Partner but are subject to reimbursement
by the Fund, payable quarterly in advance for up to certain annual and aggregate limits
as noted in the Governing Document.
In addition to the reimbursable Administrative Expenses, the Fund will be responsible for,
and pay, all reasonable and documented fees, costs and expenses related to the Fund
that are not reimbursed by third parties or paid by the Firm pursuant to the Investment
Management Agreement between the Firm, the General Partner, and the Fund ("Fund
Expenses").
All Administrative Expenses and Fund Expenses are included in the Governing Document.
In addition to its organizational expenses, each Limited Partner shall be solely responsible
for its own expenses and out-of-pocket costs incurred in connection with its admission to,
and the maintenance of its Interest in, the Fund.
Neither Positive Selection nor its supervised persons accept compensation for the sale of
securities or other investment products outside of its association with Positive Selection.
The foregoing discussion in Item 5 represents Positive Selection’s basic compensation
arrangement. The incentive allocations described above are structured to comply with
Rule 205-3 under the Advisers Act of 1940. Certain circumstances and arrangements with
any particular Limited Partner may vary and are subject to the discretion of the Firm and
General Partner.

Item 7. Types of Clients

Positive Selection provides investment advice and management to the Fund and may in
the future provide the same or similar services to other privately offered investment funds.
The Firm intends to restrict the number of investors in the Fund and will only offer interests
in the Fund to sophisticated investors through non-public transactions.