Fiera Comox Partners Inc

Item 5 Fees and Compensation

To qualify for an investment in a Fund an investor must be a qualified investor, either as an accredited
investor or qualified purchaser as applicable to the corresponding Fund Offering Documents. We are
compensated by fees charged on undeployed capital commitments, fees charged on the net asset
value (“NAV”) of assets under management, and fees charged based on the performance of the assets
in the Fund’s portfolio or the performance of the portfolio as a whole, as the case may be. For a full
description of the applicable fees, including performance-based fees, and expenses charged to the
respective Fund, investors should review the associated Offering Documents. A brief summary of
such fees and expenses is provided below. In the sole discretion of a Fund's general partner,
applicable fees may be waived, reduced or calculated differently with respect to certain investors.

Agriculture Fund
Commitment Fees

As Adviser to the Agriculture Fund, Fiera Comox is entitled to commitment fees (the “Commitment
Fees”) paid semi-annually in advance based on undrawn capital commitments payable in respect of
the first year following the date of acceptance of a capital commitment. No Commitment Fees are
charged for any undrawn capital commitments after the first anniversary date following the applicable
date of acceptance of any capital commitment. Commitment Fees are payable by the Agriculture
Master Fund to Fiera Comox and are adjusted at the end of any applicable semi-annual period to
reflect capital deployed during the period. Investors in the Agriculture Fund make capital contributions
to the Agriculture Fund for the payment of their share of the Commitment Fees payable by the
Agriculture Master Fund to Fiera Comox.

Fiera Comox may enter into side-letter arrangements with certain investors pursuant to which it may
grant preferential terms to such investors, including, without limitation, a waiver or a reduction in the
Agriculture Commitment Fee contribution payable by such investors.

Management Fees

As Adviser to the Agriculture Fund, Fiera Comox is entitled to management fees paid semi-annually in
advance based on the NAV of the Agriculture Fund (the “Agriculture Management Fees”). The
Agriculture Management Fees are payable by the Agriculture Master Fund to Fiera Comox and are
adjusted at the end of any applicable semi-annual period to reflect capital deployed during the period
or at the time of redemption of the units, as applicable. Investors in the Agriculture Fund make capital
contributions to the Agriculture Fund for payment of their share of the Agriculture Management Fees
payable by the Agriculture Master Fund to Fiera Comox.

The Agriculture Management Fees are reduced by all transaction, commitment, management advisory
or other fees received by Fiera Comox and/or its subsidiaries from portfolio entities and/or portfolio
investments.

Fiera Comox may enter into side-letter arrangements with certain investors pursuant to which it may
grant preferential terms to such investors, including, without limitation, a reduction in the Agriculture
Management Fees contribution payable by such investors.

Performance Fees

Fiera Comox is also entitled to a share of the profit generated by the Agriculture Fund. A limited
partnership owned by Fiera Comox and employees of the Firm (the “Agriculture Special Limited

Fiera Comox Partners, Inc. 2A Brochure                                                        6|P ag e

Partner”) is entitled to receive special distributions of the Fund (the “Agriculture Special Distribution”) in
relation to each capital commitment made to the Agriculture Fund. The Agriculture Special Distribution
is payable after the fifth anniversary of the date of acceptance of a capital commitment and annually
thereafter within 30 days following the approval of the audited annual financial statements of the
Agriculture Fund. Additional information regarding the performance fees received by Fiera Comox and
the Agriculture Special Distribution is set forth in the Agriculture Fund Offering Documents.

Additional Contributions and Expenses

The Agriculture Fund bears all expenses relating to the organization, formation and operation of the
Fund and other related entities, including: (a) legal and tax fees and expenses relating to the formation
of the Fund, (b) transaction-related legal, tax and other advisory expenses, (c) investment-related
travel expenses and travel and entertainment expenses, (d) fund administration expenses, (e) third-
party valuation fees and expenses, (f) audit fees and expenses, (g) travel and entertainment expenses
to market the Fund and other related marketing expenses associated with meeting existing or potential
Fund investors, (h) legal and tax expenses incurred in connection with the preparation and ongoing
updating of the Offering Documents and other Fund documentation, (i) expenses associated with
meetings of Fund investors or of the advisory committee of the Fund; (j) expenses related to tax filings
and tax documentation; (k) administrative and other similar expenses related to the Fund, and (l)
extraordinary expenses (i.e., litigation costs or damages) that may be incurred in connection with the
operation of the Fund. These expenses are borne by the Agriculture Fund and will, as a result of their
ownership in the Fund, be indirectly supported by investors on the basis of their pro rata ownership of
the Fund.

An investor investing in the Agriculture Fund will be required to make the following capital contributions
to the Fund upon acceptance of its capital commitment by the Adviser:

         (a) an amount equal to 0.25% of the amount of such investor’s capital commitment, which will
             be such investor’s contribution to all (i) legal, organizational and offering expenses incurred
             by the Fund for the formation of the Fund, and (ii) costs and expenses (including, without
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Item 7 Types of Clients
As described in Item 4 – Advisory Business, Fiera Comox currently provides investment advisory
services to privately offered pooled investment funds including partnerships or other pooled investment
vehicles formed under Ontario (Canada) or Delaware law, and operated as investment pools that are
excluded from the definition of an investment company under the Company Act.

Investors in the Funds generally are “accredited investors” as defined under the Securities Act, and
“qualified purchasers” or “knowledgeable employees” as defined under the Company Act, and who are
subject to certain other conditions, which are fully set forth in the Offering Documents of such Funds.
Interests in, or shares of, the Funds are sometimes offered to persons who are not “U.S. Persons,” as
defined under Regulation S of the Securities Act, or who are tax-exempt U.S. Persons (or entities
substantially comprised of tax- exempt U.S. Persons) and who are subject to certain other conditions,
which are fully set forth in the Offering Documents of such Funds.

Each Fund’s Offering Documents impose a minimum capital commitment of $5 million, which minimum
commitment may be waived by the general partner of the Fund, in its sole discretion.