Equilibrium Ventures LLC

Item 5 Fees and Compensation

 ADVISORY FEES

 The following information describes how EQV is compensated for the advisory services we
 provide to our clients. The specific manner in which fees are charged and the compensation we
 receive may differ between clients depending upon the individual Investment Management
 Agreement with each client. EQV reserves the right to negotiate our compensation with clients
 depending on the scope of our advisory relationship, and we may charge higher or lower fees than
 are available from other firms for comparable services. EQV has the general discretion to waive
 all or a portion of our fees, but typically only exercises this discretion for our clients who are
 employees.

 The Adviser and its affiliates may allocate certain expenses to the Funds, including but not limited
 to organizational expenses, research expenses, due diligence costs, travel related to investment
 sourcing, legal and consulting expenses, technology and data services, and other operating
 expenses. The Adviser will allocate such expenses in a manner it determines to be fair and
 equitable.

 Managed Fund Investment Management Fees.

 Management Fees—As an investment adviser to EQV’s Managed Funds, EQV will generally
 receive management fees on a monthly or quarterly basis based on annual fee rates, the amount of
 which depends on the relevant Managed Fund and is set forth in the relevant governing documents
 of such Managed Fund or the Investment Management Agreement with respect to such Managed

Equilibrium Ventures, LLC
Form ADV Part 2A

 Fund.

 In the case of closed-end Managed Funds, management fees are typically 2% per annum of
 managed capital contributions. In the case of open-end Managed Funds, management fees are
 typically 1%-2% per annum based on the value of each investor’s adjusted capital account. In cases
 where one EQV Managed Fund may invest in another EQV Managed Fund, the investing Managed
 Fund will generally not be charged any management fee by the other EQV Managed Fund it is
 invested in. Additionally, various Managed Funds may, as a core strategy or from time to time,
 invest in third-party investment products, either via a separate account or via an investment into a
 commingled investment fund. Each Managed Fund that invests in third-party investment products
 will bear any management fees associated with those products, and such fees will not reduce or
 offset the fees paid by the Managed Fund to EQV (or an affiliate) in connection with their
 investment management services.

 Performance-Based Fees—EQV and its affiliates have the potential to earn performance-based
 compensation in the form of performance fees or profit / incentive allocations from Managed
 Funds.

 Generally, for private closed-end Managed Funds, a tiered waterfall structure is utilized whereby
 EQV, or an affiliate will be entitled to 20% of distributions from such Managed Fund, with the
 possibility of a higher performance fees once an investor has received 200% of their capital back,
 as explained in the Fund’s governing documents.

 With respect to open-end Managed Funds, EQV and its affiliates may receive quarterly
 performance allocations of between 5% and 10% of the total return of such Managed Fund, subject
 to a high-water mark. A high-water mark refers to cumulative amount of any negative total return
 attributable to a client’s investment in such Managed Fund. For Managed Funds that have a high-
 water mark, this means that EQV or an affiliate does not earn performance fees with respect to an
 investor in such fund if such investor’s year-end net asset value, excluding any contributions, does
 not exceed the high-water mark.

 From time to time, EQV may offer certain investors (including EQV employees and affiliates) in
 Managed Funds more favorable economic terms (including a full waiver of fees) than other
 investors in the same Managed Fund or other clients with a similar investment strategy, including
 with respect to both performance and management fees, generally based on the timing and
 aggregate size of such investor’s investment in such Managed Fund (or in EQV investment
 products generally). Any fees may be reduced or waived by EQV or its affiliates in their sole
 discretion.

 Transaction-Based Fees— In addition to the management fee, EQV or an affiliate may be entitled
 to receive certain other fees, particularly with respect to real estate investments including
 acquisition and disposition fees, refinancing fees, guarantee fees and construction management
 fees relating to the investments of certain of its Managed Funds as disclosed in the offering
 documents of the applicable Managed Fund. Where received and within the permissible limits
 previously disclosed to the investors of the Managed Funds in writing, these fees will be in addition
 to (and will not offset) the management fee or any performance fee applicable to the Managed
 Fund.

Equilibrium Ventures, LLC
Form ADV Part 2A

 EQV will generally deduct management fees with respect to open-ended Managed Funds directly
 from the capital accounts of the investors in such Managed Fund and may deduct management
 fees with respect to closed-end Managed Funds from the capital accounts of the investors of such
 Managed Funds. Performance fees with respect to open-end Managed Funds are allocated and paid
 from the assets of such Managed Fund. Carried interest with respect to closed-end Managed Funds
 are paid from the distributions made by the applicable Managed Fund.

 Fund Expenses and Expense Allocation

 In addition to the management fees described above, each private fund advised by the Adviser (each,
 a “Fund”) bears its own operating expenses unless otherwise specified in the applicable fund
 documents.
 These expenses may include, but are not limited to:
 • organizational and offering expenses;
 • legal, accounting, audit, tax preparation and administrative expenses;
...

TYPES OF CLIENTS

 EQV offers investment advisory services to a diversified group of clients including individuals,
 high net worth individuals, trusts, estates, corporations and other business entities, and Managed
 Funds, as described in Item 4 above. Client relationships may vary in scope and length of service.

 Certain investments we recommend, such as investments in private funds, are available only to
 accredited investors (as defined in Rule 502 under the Securities Act) or qualified purchasers (as
 defined in Section 3(c)(7) of the Investment Company Act of 1940).

 ACCOUNT REQUIREMENTS

 EQV generally requires a minimum account balance of $100,000 for Separately Managed Account
 investment management services. However, EQV in its sole discretion may waive or lower our
 minimum account balance requirement based on various criteria (i.e., anticipated future additional
 assets to be managed, related accounts, account composition, negotiations with the client, etc.).

 In connection with a Managed Fund, investors are required to commit or contribute certain
 minimum capital amounts which vary among, and are disclosed in the governing documents of,
 each Managed Fund, although generally EQV will require a minimum aggregate Managed Fund
 investment of $500,000. The minimum commitment or contribution amounts may be waived at
 the discretion of the general partner, including those for employees and other affiliates of EQV.
 All minimums are subject to change at the discretion of the general partner of each Managed Fund.
 In addition, investors in our Managed Funds should generally be (i) accredited investors or qualify
 as other types of investors under applicable U.S. or non-U.S. securities laws, and (ii) “qualified
 clients” within the meaning of the rules and regulations promulgated under the Investment
 Advisers Act.