Kazazian Asset Management LLC

Item 5 - Fees and Compensation

The fees and expenses applicable to an investment are set forth and agreed to in the Clients’
Offering Documents. Investors and prospective investors must carefully review the Offering
Documents of the Client in which they are invested or may invest, to review the specific fees
and expenses applicable to their investment.

In general, we deduct our asset-based investment management fees (the “Management Fee”)
based on the value of either committed or invested capital from the Funds. The Management Fee
is calculated monthly in arrears at an annual rate of up to 1.5%. In addition, we or an affiliate generally
receive performance-based fees or allocations of up to 20% from the Clients on an annual basis

and upon the distribution of capital (such as a withdrawal by a Fund investor).

Unless provided otherwise in the applicable Offering Documents, Clients that are private
investment funds generally bear all costs and expenses associated with their operations,
including, without limitation: (i) all expenses associated with the ongoing offer
and sale of interests in the private investment funds, including, but not limited to, marketing
expenses, documentation of performance and the admission of investors, (ii) all operating
expenses of the private investment funds such as tax preparation fees, governmental fees and
taxes, fees to the administrator, communications with investors, and ongoing legal, accounting,
auditing, bookkeeping, consulting and other professional fees and expenses, (iii) all the private
investment funds’ research and investment related costs and expenses (e.g., brokerage
commissions, margin interest, expenses related to short sales, custodial fees and clearing and
settlement charges), (iv) all fees and other expenses incurred in connection with the
investigation, prosecution or defense of any claims, assertion of rights or pursuit of remedies,
by or against the private investment fund, and (v) all structural organizational and
reorganizational expenses of the private investment funds, including, but not limited to, all
accounting, legal and administration costs.

To the extent that we incur any expenses for the benefit of multiple Clients, we generally will
allocate such expenses in any manner that we deem equitable, taking into account our written
agreements with such Clients (and, if applicable, Fund Documents in the case of Clients that are
Funds) and applicable facts and circumstances, including the relative size of the applicable entity
or account, the nature or source of the product or service and the benefits derived from and the
extent of use of the product or services. Nonetheless, the portion of an expense that we allocate
to a Client for a particular product or service might not reflect the relative benefit derived by
such Client from that product or service in any particular instance. Furthermore, it is possible
that under some of our advisory contracts we may not require a Client to incur certain expenses,
despite the fact that such Client will receive a benefit in connection with our incurrence of such
expenses. In such an event, our other Clients may bear the additional share of any such expenses
that would have been allocable to the Client that is not required to incur such expenses. Our
expense allocations often depend on inherently subjective determinations, but the expense
allocations made by us will be in good faith. There may be situations in which the appropriate
allocation of expenses in the course of evaluating potential investments may not be clear (for
example, if a Client and one or more other Clients considered making an investment that was
not consummated). Expenses will typically be allocated among the Clients participating in the
relevant investment or potential investment, except to the extent stated otherwise in the
applicable Client agreement or Fund Documents. However, in all cases, subject to applicable
legal, regulatory, contractual or similar restrictions, we will make expense allocation decisions
in our sole discretion in good faith.

We allocate a portion of certain Clients’ capital to private investment funds and accounts that are
managed by other advisers. In that case, such Client accounts generally would be responsible
for paying any and all fees, performance-based compensation and expenses associated with such
products, which would be in addition to those discussed above.
The Adviser and its personnel generally can be expected to receive certain intangible and/or other
benefits and/or perquisites arising or resulting from their activities on behalf of Clients and Client
portfolio investments, including benefits and other discounts provided from service providers.

For example, airline travel or hotel stays incurred as a Client expense typically result in cash
rebates, “miles,” “points” or credit in loyalty/status programs, and such benefits and/or amounts
will exclusively benefit the Adviser and/or such personnel even though the cost of the underlying
service is borne by Clients. The value of such benefits and perquisites will neither be subject to
an offset against fees or expenses payable by Clients nor will they otherwise be shared with
Clients and/or portfolio investments.

The fees, performance-based compensation and/or expenses charged to any separately managed
accounts that we may manage are negotiated on a case-by-case basis, and will have management
fee, performance-based compensation and/or expense arrangements that differ in one or more
respects from those applicable to our private investment fund Clients.

Management fees, performance-based compensation and/or expenses may be reduced or waived
in certain circumstances, including, without limitation, with respect to investments in Funds by
our personnel and/or other related persons. Our Clients may pay our management fees in
advance. Management fees and performance-based fees or allocations are generally not
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Item 7 - Types of Clients

As discussed in Item 4, we currently provide discretionary investment management services to
Clients who are private investment funds. Investors in private investment funds generally must
qualify as “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as
amended) and “qualified clients” (as defined in Rule 205-3 of the Advisers Act), and may be
subject to other suitability requirements to the extent provided in the applicable Offering
Documents. Separately managed account investors generally must qualify as “qualified clients”
and may be subject to other suitability requirements to the extent provided in the separately
managed account documents.

Any initial and additional subscription minimums for investors are disclosed in the Client’s
Offering Documents.

This Brochure is designed solely to provide information about the Adviser and should not
be considered to be an offer of interests in any current or future Client. Any such offer may
be made only by delivery to the prospective investor of the applicable Offering Documents.
Investors considering an investment in any Client should consult with their own investment,
tax and/or legal consultants prior to investing.

Item 8 – Investment Strategies and Risk of Loss

The description below of our investment strategies and risk of loss is intended only as a general
overview, and is subject to the specific terms of our written agreements with Clients.

Investment Strategies

The following is the Adviser's general investment strategy.

The Adviser strategy has the flexibility to invest and trade in a wide variety of investments,
domestic and foreign, of all kinds and descriptions, whether publicly-traded or privately-placed,
including but not limited to common and preferred stocks, corporate bonds and other debt
securities, convertible securities, limited partnership interests, mutual fund shares, options,
warrants, commodities, futures, options on futures, derivatives (including swaps, forward
contracts and structured instruments), currencies, monetary instruments, other financial
instruments and cash and cash equivalents.

Investing in securities involves significant risks, including the risk of loss of some or all of an
investment that investors should be prepared to bear. Prospective investors in a Client should
speak with their legal, tax, and financial advisors prior to making an investment in a Client.

The following is a general description of the principal types of investments which the Adviser
currently contemplates making, certain trading techniques that it may employ, the investment
criteria that it plans to apply, and the guidelines that it has established with respect to the
composition of its investment portfolio. The following description is merely a summary, and
you should not assume that any descriptions of the specific activities in which the Adviser may
engage are intended in any way to limit the types of investment activities which the Adviser may

undertake or the allocation of capital among such investments.

General Long/Short Strategy. Most of the Adviser’s Client’s assets are invested in publicly-
traded securities using a general long/short investment strategy. The Adviser purchases securities
that it believes to be undervalued and sells short securities that it believes to be overvalued. The
Adviser believes that the dynamics of its targeted industries have provided and will likely
produce a spectrum of investment opportunities consisting of long and short investments. The
Adviser expects to consistently hold both long and short positions. When the Adviser perceives
the outlook for the most heavily weighted sectors of the portfolio to be favorable, it is likely that
the portfolio will be net-long. Similarly, when the outlook for the most weighted sectors of the
portfolio are perceived by the Adviser to be unfavorable, it is likely that the portfolio will be
net-short.

However, the Adviser believes it will have a “natural” long bias.

Interests in other Private Funds. Clients at times will invest capital in other private funds, and
acquire interests in securities indirectly by investing in such a private fund. In the event a Client
acquires interests in another private fund, it will be exposed to risks and liabilities incurred by
that private fund prior to the investment therein by the Client. The Client will have no control
over the other private fund and its decisions. Therefore, the gains or losses on a Client’s
investment in the other private fund will, in effect, be determined by third parties that are not
controlled by the Client or Adviser. Furthermore, such private funds will typically charge their
own management fees and expenses and generally receive a carried interest, in each case as set
forth in the offering documents with respect to such investment. Accordingly, investors in
Clients of the Adviser will, in these circumstances, be subject to an additional layer of fees and
expenses, in addition to those payable to the Adviser and/or its affiliates.

Diversity and Hedging Strategies. The Adviser may seek to minimize the losses which may be
incurred in severe market declines or in the decline of individual securities prices by utilizing
internal stop limits and various hedging techniques, including short sales, futures contracts, stock
index options, stock options and futures, as described below. However, there can be no
assurances that these stock selections or trading techniques will eliminate the inherent risks of
equity investing.

The Adviser may utilize, as appropriate, the following defensive measures in an attempt to reduce
individual stock and/or overall market risk:

      Purchase of stock with a put option to retain stock upside appreciation potential and to
       define and limit downside exposure.
      Purchase of stock and the sale of a call to provide incremental income and to reduce
       downside exposure.
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