Canal Road Capital LLC

ITEM	5.	FEES	AND	COMPENSATION
Fees

Canal Road is entitled to advisory fees and/or incentive compensation, and Clients pay such
fees, and bear such expenses, set forth in the relevant Client Documentation.

Funds
Canal Road receives a quarterly management fee at the end of the applicable period and a
performance-based fee. The amount of this fee is established on a case-by-case basis for each
Client and therefore is negotiable. The performance or incentive fee typically constitutes a
percentage of net investment income, or net realized gains, of the portfolio, subject to the
terms and conditions set forth in the relevant Client Documentation. Clients, investors, and
prospects should review this documentation carefully before making any investment
decision. To the extent there is a deviation between the general descriptions provided in this
brochure and the provisions and disclosures in such Client Documentation applicable to a
specific Client, the terms of the Client Documentation shall govern. Performance fees are
structured in accordance with the Advisers Act.

General
Fees vary across Clients based on the type of service provided, size of the account, and the
relationship between Canal Road and the Client. In some cases, fees charged will vary among
investors in the same Fund. Fees are negotiable and paid more or less frequently depending
upon the terms of the Client Documentation. Canal Road, at its sole discretion, can, reduce,
waive or calculate the fees differently with respect to any investor, whether through different
classes or through separate written agreements with investors. Canal Road generally intends
to waive fees with respect to Canal Road employees.

In addition to the fees described above and subject to the terms of Client Documentation,
Clients are subject to a variety of expenses, which can include advisory or other fees paid to
third parties or Canal Road. For example, when Canal Road invests Client assets in investments
that charge additional fees, such as money market funds, short-term investment vehicles, tax
blocker entities, co-investment vehicles and other eligible investments, the Client bears those
fees. Canal Road has an incentive to select investments that increase the total fees paid to
Canal Road.

Expenses
In addition to the fees described above, Clients often bear (or reimburse Canal Road, as the
case may be) the costs and expenses described below, to the extent permitted under Client
Documentation:

        Costs and expenses are incurred in connection with the formation, qualification and

   registration and/or exemption from qualification and registration of a Client, or of the
   interests thereon and offering thereof, and distribution and processing of such
   interests under applicable U.S. federal and state law and foreign law. These expenses
   can include but are not limited to legal, accounting and auditing fees and expenses,
   printing and duplication expenses, mailing expenses, filing fees, solicitation and
   marketing expenses and other related expenses, and insurance (e.g., “directors and
   officers” or similar professional liability insurance).

 Costs and expenses relating to a Client’s portfolio operations, as set forth in greater
  detail in the Client Documentation, which will generally include, but are not limited
  to, the following: (i) all fees, costs and expenses related to the purchase, holding and
  sale of portfolio investments including assignment fees, delayed compensation and
  other costs customarily related to trading in relevant markets; (ii) fees and expenses
  paid to an administrator, a custodian, prime broker or other service providers; (iii)
  fees and expenses paid to professional advisors regarding tax, accounting or legal
  matters related to the Clients or their investments; (iv) fees and expenses paid to
  directors, registered office fees, bank service fees, investment or trading related fees,
  brokerage commissions or spreads, prime broker fees, clearing and settlement
  charges; (v) expenses associated with any borrowing, financing or credit facility
  incurred by the Clients to finance the Client’s investment activity or operations
  consistent with the Client Documentation, and legal fees and expenses incurred in
  connection with the negotiation of such financings; (vi) research expenses,
  consultant, operator or servicer fees, structuring and ongoing costs related to the
  analysis, purchase, sale, monitoring or valuation of investments, including
  transactions not consummated or strategies not pursued; (vii) due diligence related
  to the analysis, purchase, sale, monitoring or valuation of investments, including
  transactions not consummated, and travel and lodging costs and expenses associated
  with the foregoing (including in limited situations to the extent set forth in Client
  Documentation, the use of private aircraft); (viii) costs and expenses associated with
  regulatory and licensing requirements that are applicable to the Client, such as annual
  or periodic filings and reporting obligations, or its investment program (such as costs
  associated with complying with trading limitations); (ix) any fees for bookkeeping,
  auditing, accounting or recordkeeping services obtained or maintained on behalf of
  the Clients; (x) costs related to internal Canal Road accounting, risk management and
  trading systems; (xi) expenses relating to the valuation or appraisal of investments
  (including valuation providers); (xii) distribution, marketing and offering costs and
  expenses, including costs and expenses incurred in connection with meetings, reports
  and communication with the Clients and where applicable, existing and prospective
  investors, including an annual meeting of Clients and investors and the use of
  placement agents and finders; (xiii) taxes, litigation or indemnification costs or
  damages including indemnification obligations of Clients related to or in connection
...

ITEM	7.	TYPES	OF	CLIENTS
As described in Item 4. Advisory	Business, Canal Road provides investment advisory services
to Funds. Investors in Funds will primarily include sophisticated investors, which include,
but are not limited to, institutional investors such as endowments, foundations, financial
institutions, and their investment vehicles. Other Fund investors include Canal Road
employees, and high net worth individuals.
With respect to any Funds currently and anticipated to be managed by Canal Road, U.S.
investors must be “accredited investors” under the meaning of Regulation D of the Securities
Act and “qualified purchasers” (as defined in Section 2(a)(51) of the Investment Company
Act) or “knowledgeable employees” (as defined in Rule 3c-5 under the Investment Company
Act). Certain employees of Canal Road, or entities formed for the benefit of these individuals,
can also invest in the Clients, to the extent permitted by applicable laws and regulations.

Details concerning applicable investor suitability criteria are set forth in the respective Client
Documentation and subscription materials.

Minimum investment amounts for Funds are set forth in the Client Documentation.