Henley USA LLC

ITEM 5 – FEES AND COMPENSATION

The Firm uses varying fee structures for each of the Portfolio Companies, each detailed in
the respective governing documents of each Portfolio Company. These fee structures will
generally include an acquisition fee in the form of a set percentage of the purchase price
(the "Acquisition Fee"). Such Acquisition Fee may be due and payable in two parts. A
portion of the Acquisition Fee shall be paid to the Firm on the completion of the acquisition.
The remaining portion of the Acquisition Fee shall be paid to the Firm on the divestiture
date. Each Portfolio Company shall also pay the Firm a monthly asset management fee in
a set amount (the "Asset Management Fee") during the period that the Portfolio Company
is the owner of the investment. Each Portfolio Company shall also pay the Firm a one-time
due diligence insurance fee of a set percent of the purchase price of the investment (the
"Due Diligence Insurance Fee"). A portion of the Due Diligence Insurance Fee shall be
paid to the Firm on the completion of the acquisition. The remaining portion of the Due

Diligence Insurance Fee may be required to be paid to the Firm on the divestiture date.
Each Portfolio Company shall also pay the Firm a one-time financing fee of a set
percentage of the total capitalization (i.e., the total amount of the equity and debt, including
without limitation general partner equity and unfunded reserves, raised at closing) (the
"Financing Fee"). A portion of the Financing Fee may be required to be paid to the Firm
on the completion of the acquisition. The remaining portion of the Financing Fee shall be
paid to the Firm on the divestiture date. In certain instances, the Firm is also entitled to
collect a construction/development fee (the "Development Fee") which will be defined
and outlined in the underlying governing documents of the Private Funds. These payments
and percentage amounts will be calculated as set forth in the governing documents of each
Private Fund and may be subject to adjustment. Additionally, the Firm receives
performance-based fees (see Item 6 below for additional information on such
distributions).

The Private Funds will pay or otherwise bear all out-of-pocket payments, fees, costs,
expenses and other liabilities or obligations related to, associated with, arising from or
incurred in connection with the operation and activities of the Private Funds.

The recipients of this Brochure should refer to the governing documents of the Private
Funds for specific information about expenses to be borne by the Private Funds.

Neither Henley nor any of its supervised persons accept compensation for the sale of
securities or other investment products.

ITEM 7 – TYPES OF CLIENTS

Henley provides discretionary investment advisory services to the Private Funds, each a
pooled investment vehicle, and not individually to the investors in the Private Funds (the
“Investors”). The Investors in the Private Funds are each “accredited investors” in reliance
upon the exemption from registration provided by Section 4(2) of the Securities Act of
1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and
the Investors in certain of the Private Funds also are “qualified clients”, as such term is

defined in Rule 205-3 of the Advisers Act. In addition, Henley reserves the right to offer
investment advisory services to other client accounts or pooled investment vehicles in the
future.