Belzberg Investments LLC

Item 5: Fees and Compensation

Item 5.A.

       All fee and compensation arrangements are disclosed in relevant Advisory Client
governing documents and vary from Advisory Client to Advisory Client. All Advisory Clients and
Limited Partners should read the governing documents thoroughly before engaging the adviser for
advisory services or participating in an offering. Lower fees for comparable services may be
available from other sources.

                                   Belzberg Client Fees and Expenses

        A summary of the Adviser’s customary fee and compensation arrangements with respect
to the Belzberg Clients is as follows:

       Advisory Fees. For its services to Belzberg Clients, the Adviser generally charges an
       advisory fee (the “Advisory Fee”), which is based on assets under management, invested
       capital, or a mutually agreed upon flat fee and are dependent upon the makeup of each
       Belzberg Client’s investment portfolio. Advisory fees are negotiable.

       Performance Fee. For certain Belzberg Clients, the Adviser will charge a performance
       fee, which may be a percentage of net profits or unrealized gains, depending on the asset
       and the terms of the applicable Advisory Agreement.

       Expenses. Belzberg Clients bear their own expenses, including, without limitation,
       commissions, custodian fees, and other transaction costs.

Item 5.B.

        Advisory Fees charged to Belzberg Clients may be directly deducted from a Belzberg
Client’s account or billed depending on the terms of the Advisory Agreements. Advisory Fees are
generally paid quarterly in advance and pro-rated for partial periods.

                                     Fund Fees and Expenses

       In general, the Adviser receives a management fee and a carried interest in connection with
advisory services to Funds. The Adviser is also entitled to, in certain instances, additional
compensation in connection with management and other services performed for portfolio
companies of Funds, and such additional compensation generally will offset, in whole or in part,
the management fees otherwise payable to the Adviser. Investors in a Fund also bear certain
expenses related to the organization and operation of such Fund.

        A summary of the Adviser’s customary fee and compensation arrangements with respect
to the Funds is as follows:

       Management Fees. For its services to each Fund, the Adviser receives a management fee
       (the “Management Fee”) which is based on a percentage (generally 2%) of capital
       invested or a percentage of capital commitments.

       The precise amount, and the manner and calculation, of the Management Fees for each
       Fund are established by the Adviser and are set forth in such Fund’s Memorandum and/or
       Partnership Agreement received by each Limited Partner prior to making an investment in
       such Fund. The Management Fees and other fees and distributions described herein are
       generally subject to modification, waiver, or reduction by the Adviser in its sole discretion,
       both voluntarily and on a negotiated basis with selected Limited Partners via Side Letters,
       which generally are not required to be disclosed to other Limited Partners in the same Fund.
       The fee structures described herein may be modified from time to time. Management Fees
       differ from one Fund to another, as well as among Limited Partners in the same Fund. The
       Adviser retains flexibility in structuring its compensation from Limited Partners.

       Portfolio Company Fees. For certain Funds or portfolio companies, the Adviser is entitled
       to receive fees and other compensation directly from portfolio companies (and therefore
       potentially indirectly borne by Limited Partners) including, without limitation, transaction
       fees, upfront fees, advisory fees, and monitoring fees (the “Portfolio Company Fees”).
       Portfolio Company Fees are generally subject to offset, in whole or in part, against
       Management Fees.

       Carried Interest. The Adviser will, to the extent earned, receive a performance-based fee
       (sometimes referred to as “Carried Interest”) based on net profits connected to Fund
       investments. The Carried Interest for each Fund is specified in the Memorandum and/or
       Partnership Agreement of such Fund. The Carried Interest will be calculated and billed or
       allocated periodically.

Item 5.C.

Other Fees and Expenses

        A Fund will pay all fees, costs, expenses, liabilities and obligations in connection with the
operations of the Fund, including: (i) fees, costs and expenses attributable to or arising in respect
to identifying, researching, evaluating, sourcing, structuring, organizing, negotiating, bidding on,
consummating, acquiring, investing, holding, financing, refinancing, monitoring, operating,
hedging, protecting, restructuring, trading, selling, valuing and realizing investments and
prospective investments, including follow-on investments (including the costs, fees and expenses
of any Alternative Investment Vehicles (as defined in the Partnership Agreement), due diligence,
entertainment and travel expenses, including business class airfare and hotel expenses), or seeking
to do any of the foregoing (including associated legal, financing, commitment, transaction,
introduction or other fees, and fees and expenses payable to attorneys, accountants, investment
bankers and lenders, as well as third-party diligence costs and costs of deal origination software
and service providers, consultants, industry specialists (including Operating Executives who are
not compensated by a Portfolio Company (as such terms are defined in the Partnership
Agreement)), custodians and similar professionals in connection therewith and any fees and
expenses related to transaction that may have been offered to co-investors) whether or not any
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Item 7: Types of Clients

        The Adviser provides investment advice to Belzberg Clients and the Funds, which are its
clients for purposes of the Advisers Act.

       Belzberg Clients generally will include high net worth and ultra-high net worth individuals
and families, including their related entities.

        The Funds generally will include investment partnerships or other investment entities
formed under domestic or foreign laws and operated as exempt investment pools under the
Investment Company Act of 1940, as amended. The Limited Partners participating in the Funds
are likely to include: individuals, banks or thrift institutions, other investment entities, university
endowments, sovereign wealth funds, family offices, pension and profit-sharing plans, trusts,
estates or charitable organizations or other corporations or business entities and may include,
directly or indirectly, principals or other employees of the Adviser and its affiliates and members
of their families.

       The Funds generally have a minimum investment amount of $2 million for third-party
investors, and interests are offered and sold solely to “qualified purchasers” or “accredited
investors” that are also “qualified clients” for purposes of the Advisers Act (or qualified
knowledgeable Adviser personnel). Such minimum investment amount may be waived by the
Adviser.