Leste USA LLC

Item 5 - Fees and Compensation

The extent to and specific manner in which our Clients are responsible for fees,
performance-based compensation and/or expenses are set forth in each Client’s
applicable written agreement with us (collectively, the “Client Documents”).

Unless otherwise provided in the applicable Client Documents, we deduct a fixed
management fee (generally calculated as a percentage of committed capital, invested
capital or net asset value, as specified in the applicable Client Documents) monthly, and
receive performance-based fees or allocations on an annual basis calculated on realized
gains and independent of capital distribution.

Clients generally bear all costs and expenses associated with servicing of their accounts,
including, without limitation: (i) all expenses associated with the organization and ongoing
administration of Clients’ accounts, including legal and accounting fees; (ii) all expenses
incurred in connection with communications with investors and the ongoing offer and sale
of interests of Clients; (iii) all third-party administration, accounting, tax preparation, audit,
bookkeeping, governmental fees and taxes and legal and compliance fees and expenses
of, or relating to, the Clients; (iv) all expenses incurred for the benefit of Clients related to
the maintenance and procurement of information technology and data related services,
systems and equipment, valuation services, proxy voting services and insurance; (v) all
direct and incidental expenses relating to research and due diligence of existing and
potential investments (including, without limitation, the use of consultants and attorneys)
and research materials; and (vi) all trading and investment related costs and expenses
(e.g., brokerage commissions, margin interest, expenses related to short sales, custodial
fees, clearing and settlement charges and other transaction costs, as applicable), in each
case to the extent permitted by the applicable Client Documents.

We may allocate a portion of Client’s capital to money market funds, exchange-traded
funds or similar fee-bearing products, or private investment funds and accounts, that are
managed by affiliated or unaffiliated investment managers. 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 Advisers and/or
its personnel even though the cost of the underlying service is borne by one or more
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.

For a summary of our brokerage practices, see Item 12 below.

                   Form ADV: Part 2A                                                Page 6

Item 7 - Types of Clients

We currently provide investment advice to Clients who are offshore funds, one of them
a non-US top-tier fund-of-funds, with no US investors, and the other a non-US fund with a
single, non-US investor.

                   Form ADV: Part 2A                                                  Page 8