Heights LLC

Item 5: Fees and Compensation

     a)   Compensation

Lower fees for comparable services may be available from other sources.

     b)   Fees- Managed Accounts

HEI uses the value of the account as of the last business day of the billing period, after taking into account deposits and
withdrawals, for the purpose of determining the market value of the assets upon which the advisory fee is based.

These fees are negotiable, and the final fee schedule will be memorialized in the client’s advisory agreement. Clients may
terminate the agreement without penalty for a full refund of HEI's fees within five business days of signing the Investment
Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract with 30 days' written notice.

Performance-Based Fees for Portfolio Management: Qualified clients will pay an annual fee of 2.00% of assets under
management along with a 20.00% performance fee based on capital appreciation. If the client's portfolio rises in value, the client
will pay 20.00% on that increase in value, but if the portfolio drops in value, the client will not incur a new performance fee until
the portfolio reaches the last highest value, adjusted for withdrawals and deposits, which is known as a “high water mark.” The
high-water mark will be the highest value of the client’s account on the last day of any previous quarter for which a performance
fee was charged, after accounting for the client’s deposits or withdrawals for each billing period. These fees are negotiable, and
the final fee schedule will be memorialized in the client’s advisory agreement. This service may be canceled with 30 days’ notice.
Clients must pay the prorated performance-based fees for the billing period in which they terminate the Investment Advisory
Contract up to and including the day of termination. Performance fees will only be charged to California clients in accordance
with the provisions of California Code of Regulations Section 260.234.

Payment of Portfolio Management Fees: Asset-based portfolio management fees are withdrawn directly from the client’s
accounts with the client’s written authorization or may be invoiced and billed directly to the client. Clients may select the method
in which they are billed. Fees are paid in arrears.

Payment of Performance-Based Portfolio Management Fees: Performance-based fees are withdrawn directly from the
client’s accounts with client’s written authorization or may be invoiced and billed directly to the client. Clients may select the
method in which they are billed. Fees are paid in arrears.

Other Expenses - Client Responsibility for Third-Party Fees: Clients are responsible for the payment of all third-party fees
(i.e., custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees
and expenses charged by HEI. Please see Item 12 of this brochure regarding broker-dealer/custodian.

Prepayment of Fees: HEI collects its fees in arrears. It does not collect fees in advance.

     c)   Fees - Heights Fund I LP

Management Fee: Commencing as of the Initial Closing Date, the General Partner (or its designee) shall be compensated on a
quarterly basis for services rendered during the term of the Partnership by the payment of a management fee in advance by the
Partnership in cash to the General Partner (or its designee) on the first day of each fiscal quarter (or portion thereof) (each a
“Management Fee Payment Date”). The first payment shall be due upon the date on which the Limited Partners’ initial capital
contributions are due and shall be for the amount accrued since the Initial Closing Date plus the amount due from the period
from such initial drawdown date to the beginning of the subsequent Management Fee Payment Date of the Partnership.

The management fee for each fiscal quarter during the Investment Period shall be an amount equal to the aggregate Capital
Commitments of all Limited Partners as of the first day of each such quarter multiplied by 0.50% (or 2.0% per annum) (the
“Management Fee Percentage”) or such other percentage as determined by the General Partner. Beginning with the first full
fiscal quarter commencing after the expiration of the Investment Period, the quarterly management fee shall equal 0.5% (2.0%
per annum) multiplied by the cost bases of all portfolio company investments of the Partnership that have not been previously

distributed to the Partners or written off (measured as of the first day of each such quarter), multiplied by the percentage of
aggregate Capital Commitments of the Limited Partners relative to the Partnership’s Committed Capital.

Performance Fees: The General Partner is allocated Carried Interest of 20% or some other percentage as determined by the
General Partner.

Other Expenses: The Fund pays all its ordinary organizational, offering, administrative, and operating expenses, including, but
not limited to, ordinary and recurring legal, accounting, escrow, auditing, administration, and certain clerical expenses including
those incurred in preparing, printing, and mailing reports and tax information to investors and regulatory authorities, expenses for
specialized administrative services, filing fees, and taxes. Additional fees (e.g., wire transfer charges) may be imposed by service
providers. At its discretion, the Adviser may elect to pay broken deal expenses on behalf of the Funds.

     d)   Fees – Mindful Heights LLC (SPV)

The Management Fee expense for a Member shall be an amount equal to the product of (i) the Capital Commitment of such
Member to the Company multiplied by (ii) such Member’s Management Fee Percentage. A Member’s Management Fee
Percentage shall be two percent (2.0%) per annum, or some other percentage as determined by the Manager.

Performance Fees: The Manager is allocated Carried Interest of 20% or such other percentage as determined by the Manager.
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Item 7: Types of Clients

HEI provides discretionary and non-discretionary investment management services primarily to:

     •   Private funds, and High-Net-Worth Individuals

There is no account minimum for to establish a separately managed account with HEI.

Fund investors are qualified investors, such as wealthy families and individuals, and funds of funds, for investment in the HEI
Fund. The minimum Capital Commitment for Heights Fund I LP US$1,000,000, unless the General Partner waives or reduces
this minimum amount in its sole discretion.

    a)   Capital Contributions; Capital Commitments

The Fund will seek capital contributions or capital commitments from eligible investors with respect to each offering of limited
partner interests in the Fund.