US Select Asset Management Inc

Item 5 Fees and Compensation
US Select Direct Private Equity Fund, LLC
In return for the performance of its duties as investment advisor to the US Select Direct Private Equity
Fund GP, LLC and for bearing certain expenses in connection with the services, the Advisor is entitled
to be paid a quarterly fee of up to 0.1% (0.4% on an annualized basis) of US Select Direct Private
Equity Fund, LP's total capital commitments. The investment advisory agreement is for ten years and
may be terminated by US Select Direct Private Equity Fund GP, LLC upon 30 days' prior written notice.
Clients may be able to negotiate lower fees where applicable.

US Select Private Opportunities Fund II, LLC
In return for the performance of its duties as investment advisor to US Select Private Opportunities
Fund II GP, LLC and for bearing certain expenses in connection with the services, the Advisor is
entitled to be paid a quarterly fee in advance of up to 0.25875% (1.035% on an annualized basis) of
US Select Private Opportunities Fund II, LP's total capital commitments. The investment advisory
agreement is for ten years and may be terminated by US Select Private Opportunities Fund II GP, LLC
upon 30 days' prior written notice.

US Select Private Opportunities Fund III, LP (Fund III)
A management fee is paid quarterly in advance to the General Partner. The Management Fee is equal
to 0.25% (1% per annum) of the Limited Partners' aggregate Capital Commitments as of the first day of
each quarter. The Management Fee shall be paid for the period beginning on the date of Partnership's
Initial Closing and ending on the tenth (10th) anniversary of such date (at which time each Partner's
obligation to pay the Management Fee will terminate). A pro-rata portion of the Management Fee will
be paid out of any initial or additional Capital Contributions to the Partnership on any date that does not
fall on the first day of a quarter, based on the number of days remaining in such partial quarter. The
investment advisory agreement is for ten years and may be terminated by US Select Private
Opportunities Fund III upon 30 days' prior written notice. Clients may be able to negotiate lower fees
where applicable.

US Select Private Opportunities Fund IV (Fund IV)
A management fee is paid quarterly in advance to the General Partner. The Management Fee is equal
to 0.25% (1% per annum) of the Limited Partners' aggregate Capital Commitments as of the first day of
each quarter. The Management Fee shall be paid for the period beginning on the date of Partnership's
Initial Closing and ending on the tenth (10th) anniversary of such date (at which time each Partner's
obligation to pay the Management Fee will terminate). A pro-rata portion of the Management Fee will
be paid out of any initial or additional Capital Contributions to the Partnership on any date that does not
fall on the first day of a quarter, based on the number of days remaining in such partial quarter.

The Advisor is responsible for all costs and expenses associated with the provision of its services,
including costs of staff and personnel and fees of any consultants retained by the Advisor.

Clients are responsible for all other expenses, including custodian fees, other investment fund fees,
transaction costs, etc.

Fees are payable quarterly in advance. Fees that are collected in advance will be refunded based on
the prorated amount of work completed at the point of termination and the total days during the billing
period.

Neither the Advisor nor its 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.