S Muoio & Co LLC

Item 5   Fees and Compensation

A.   Advisory Fees and Compensation

Asset-Based Compensation

The Adviser charges each client an investment management fee
based on the value of the client’s assets under management.

Currently, the investment management fee charged to clients
ranges from 1.0% to 1.5% per annum.

Investment management fees are charged each quarter in arrears
based on the total market value of the net assets in the client
account (including net unrealized appreciation or depreciation
of investments and cash, cash equivalents and accrued interest)
on the last day of the quarter. If a new client account is
established during a quarter or a client makes an addition to
its account during a quarter, the investment management fee
will be prorated for the number of days remaining in the
quarter. If a client’s investment management agreement is
terminated, or a withdrawal is made from a client account
during a quarter, the fee payable to the Adviser will be
calculated based on the value of the assets on the termination
or withdrawal date and prorated for the number of days during
the quarter in which the investment management arrangement was
in effect, or such amount was in the account.

Performance-Based Compensation

The Adviser may also receive performance-based compensation,
which is based on a share of capital gains on, or capital
appreciation of, the assets of a client (such as a client that
is an investment partnership or other pooled investment
vehicle.) This compensation may be paid to the adviser or to a
related person of the Adviser. The performance-based
compensation is currently between 15%-20% of net profits, and
is computed and charged on an annual basis. All performance-
based compensation is subject to a loss carryforward provision,
whereby an Investment Fund Client or Managed Account will not
be charged a performance fee or allocation until the amount of
a loss previously allocated has been recouped. Under certain
circumstances, receipt of performance-based compensation may be
subject to a hurdle rate.

The General Partner or Investment Manager may reduce or waive
any or all fees without the consent of or notice to the other
investors.

B.   Payment of Fees

The Adviser deducts the investment management fee quarterly and
the performance-based compensation annually, from Investment
Fund accounts, by instructing the Investment Fund’s custodian.

For the Managed Account, we bill quarterly for management fees
and on an annual basis for the performance-based compensation.

C.   Additional Fees and Expenses

In addition to paying investment management fees and, if
applicable, performance-based compensation, client accounts
will also be subject to other investment expenses such as
custodial charges, brokerage fees, commissions and related
costs; research fees, interest expenses; borrowing charges on
securities sold short, taxes, duties and other governmental
charges; transfer and registration fees or similar expenses;
costs associated with foreign exchange transactions; other
portfolio expenses; and costs, expenses and fees (including,
investment advisory and other fees charged by investment
advisers with, or funds in, which the client’s account invests)
associated with products or services that may be necessary or
incidental to such investments or accounts. Investors invested
in the Investment Funds will bear their pro rata share of the
Investment Fund’s operating and other expenses including, in
addition to those listed above: sales expenses, legal expenses;
internal and external accounting, audit and tax preparation
expenses; organizational expenses, and any other reasonable
expenses related to the purchase, sale, or transmittal of the
Investment Fund’s assets. Client assets may be invested in
money market mutual funds, ETFs or other registered investment
companies. In these cases, the client will bear its pro rata
share of the investment management fee and other fees of the
fund, which are in addition to the investment management fee
paid to the Adviser. Client assets may be invested in a master-
feeder structure. Feeder funds bear a pro rata share of the
expenses associated with the related master fund. Annual
expenses of the Investment Funds are set forth in their
certified annual financial statements. Please refer to Item 12
of this Firm Brochure for a discussion of the Adviser’s

Item 7   Types of Clients

The Adviser currently provides investment advice and portfolio
management services to private investment funds and a managed
account.

The minimum investment for Investment Fund clients is generally
$500,000, subject to the discretion of the Adviser of such
client to accept lesser amounts.

The minimum investment for a separately managed account is
$10,000,000.