BHZ Capital Management LP

Item 5 – Fees and Compensation

A/B. Fee Schedule and Payment of Fees.

While a general description of the fees that the Firm charges is provided below, the specific
terms of these arrangements are detailed in the governing documents for each Client. All
investors should review the governing documents of the relevant Client in conjunction with this
Brochure for complete information on the fees and compensation payable with respect to that
particular Client.

    1. Management Fee

The Funds pay a management fee monthly in advance. The management fee is based on net
assets of the Funds on an annualized basis. The Funds have entered into and could in the future
enter into side agreements and negotiate fees that require investors to contribute management
fees to the Fund according to any specific terms as outlined in the side agreement. These fees can
be lower than the management fees as disclosed in the offering documents and payable pursuant
to the Limited Partnership Agreement.

Clients can select to either deduct fees directly from their account or be billed for fees incurred.

    2. Incentive Allocation

With respect to the Funds, BHZ Capital receives an annual incentive allocation based upon the
net profit of the Funds each year. The incentive allocation amount and terms varies among
different classes of investors within the Fund. Sub-Advised Funds managed by BHZ Capital
could pay an annual incentive allocation based upon their respective net profit each year. These
fees are negotiable. Under certain conditions, SMAs could pay an incentive allocation paid on an
annual basis, that is equal to the net appreciation value of the account less applicable
management fees. Each SMA agreement will be negotiated separately and will have different
terms.

Please see Item 6 – Performance-Based Fees and Side-By-Side Management in this Brochure for
a more detailed description of the incentive allocation.

C. Other Fees and Expenses

                                                                                 Part 2A of ADV:
                                                             BHZ Capital Management, LP Brochure

As described in more detail in each Fund’s governing documents, the Funds bear all costs and
expenses related to its investments and the Funds’ operations, including, without limitation,
brokerage and other transaction costs, clearing and settlement charges, trade break fees,
consulting expenses, research expenses (including related travel expenses), legal fees and other
expenses in connection with conducting due diligence and negotiating the terms of certain
investments, custodial fees, initial and variation margin, interest and commitment fees on debit
balances or borrowings, stock borrowing fees and proxy solicitation expenses, legal expenses,
audit and tax preparation expenses, accounting fees, fees and expenses of an administrator, fees
and expenses for risk management services, insurance expenses including costs of any liability
insurance obtained on behalf of the Fund, indemnification expenses, the management fee,
regulatory costs and expenses (including filing and license fees), any issue or transfer taxes
chargeable in connection with any securities transactions, any entity level taxes and fees, costs of
reporting and providing information to partners, and costs of litigation or investigation involving
Funds activities, and any extraordinary expenses. A portion of the Funds’ operating expenses is
shared with other investment entities and accounts managed by the general partner or its
affiliates on an equitable basis.

Please see Item 12 of this Brochure for more information about BHZ Capital’s brokerage
arrangements for its Clients.

D. Prepayment of Fees

Clients that pay management fees in advance could be entitled to a partial refund of such fee
during a period in which they terminate their agreement in accordance with the terms of such
agreement with BHZ Capital.

E. Outside Compensation for the Sale of Securities

Neither BHZ Capital nor its supervised persons accept compensation for the sale of securities or
other investment products outside of its association with BHZ Capital.

Item 7 – Types of Clients

BHZ Capital provides discretionary investment advice and management to its Clients which
currently include Funds. Investors in the Funds are (i) “qualified Clients” as defined in Rule 205-
3 under Section 205 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”),
(ii) “accredited investors” within the meaning of certain regulations, and (iii) “qualified
purchasers” as defined in the Investment Company Act of 1940. BHZ Capital does not currently
provide investment advice or management to any Sub-Advised Funds or SMAs.

The Funds can apply additional admission standards. Each prospective investor must represent
and warrant in its Subscription Application that, among other things, it has reviewed and
understands the risks of an investment in the securities and has the financial knowledge and
experience to evaluate such investment. In addition to being financially sophisticated, each
prospective investor must be able to bear the substantial risks of an investment in the securities,
including the loss of the entire investment. The minimum investment commitment in the Funds
is $500,000, subject to waiver at the discretion of BHZ Capital.