Bluhaus Capital Management LLC

Item 5. Fees and Compensation

        The Company offers its services on a fee basis. Fees paid by any Fund or Series are
indirectly paid by its equity investors. The Company’s fees are as follows:

       (a) Management Fee: an annual fee that ranges from 0.00% to 3.00% of the capital
           committed by each investor to a Series, which is payable quarterly in advance.

       (b) Success Fee: a performance-based fee payable to the Company or any of its affiliates
           in connection with successful investments, dispositions, financings, refinancings,
           recapitalizations, or other liquidity or value-creation events. This fee is generally
           calculated as a percentage of net profits, distributions, or other agreed-upon metrics
           and may range from 0.50% to 20.00%, as described in the applicable Governing
           Documents (as defined below).

       (c) Other Fees: one-time negotiated on a transaction-specific basis, which may include
           structuring fees, advisory fees, debt arrangement or negotiation fees, commitment fees,
           due diligence fees, monitoring fees, or similar fees in connection with investments,
           financings, refinancings, or other transactions. Such fees typically range from 0.25%
           to 5.00% of the capital committed, capital invested, debt arranged, transaction value,
           or other agreed-upon reference amounts, as specified in the applicable Governing
           Documents.

        The specific terms and fee structure are negotiated in advance and included in the
Investment Management Agreement executed by the Company and each Fund. The Company
reserves the right to waive or reduce fees based on specific circumstances, special agreements, pre-
existing relationships, or otherwise. In addition, with respect to each Fund, which is organized as
a series limited liability company, the specific terms and fee structure may vary between each
Series.

       The Company generally bills fees on a quarterly basis and is paid in advance. Any prepaid,
but unearned, management fees due to the termination of a Fund’s Investment Management
Agreement will be refunded to that Fund or Series, as applicable.

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        The Company may deduct from each Fund’s account any management or advisory fees or
other expenses payable to the Company under the applicable Investment Management Agreement.

        The Company and/or any of its managing principals may receive advisory fees, success
fees, break-up fees, commitment fees, due diligence fees, structuring fees, directors’ fees, or other
fees from any portfolio company.

         In addition to management fees paid to the Company, the Funds may also incur certain
additional charges imposed by third parties such as custodians, auditors, banks, and other financial
institutions. Additional charges may include accounting and audit fees, legal fees, and other fees
and expenses. Any such charges, fees and expenses are in addition to the Company’s fees.

       It is important that each investor who is considering an investment in a Fund or Series
review the relevant Private Placement Memorandum, Limited Liability Company Agreement or
Limited Partnership Agreement, Separate Series Operating Agreement, Investment Management
Agreement, Subscription Agreement and /or Side Letter Agreement (collectively, the “Governing
Documents”), as applicable to the Fund or Series, for a detailed description of the fees and
expenses applicable to such investment.

       Depending on the Fund, the Company, in its sole discretion, may waive or reduce its
management and/or incentive fees for investors that are principals, employees, or affiliates of the
Company or relatives of such persons, or that make a substantial investment or otherwise are
determined by the Company to represent a strategic relationship.

Item 7. Types of Clients

       The Company provides investment advisory and management services to the Funds and
financial advisory and consulting services to select clients, including business owners, privately
held businesses and portfolio companies of the Funds, as further described in Item 4 above.

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        All investors in the Funds are “accredited investors” and “qualified clients” (as such terms
are defined by the Securities and Exchange Commission under applicable rules). Each Fund or
Series has a minimum capital commitment for each member. However, the manager of each Fund
or Series, in its sole discretion, may permit investments that are less than the required minimum
investment commitment set forth in the applicable Governing Documents.

         Clients engaging the Company for financial advisory services are generally privately held
companies or their principals. There are no minimum engagement sizes for financial advisory
clients, as the scope and terms of each engagement are individually negotiated pursuant to separate
service agreements.