Marblegate Asset Management LLC

ITEM 5 – FEES AND COMPENSATION

Item 5.A   Describe how you are compensated for your advisory services. Provide
           your fee schedule. Disclose whether the fees are negotiable.

           Marblegate is compensated in the form of a management fee (“Management
           Fee”) and performance-based compensation in the form of an incentive
           allocation, performance fee, or carried interest (the “Incentive Allocation”).

           The Management Fee, generally 1-2%, is based on the net assets of each Fund,
           and is generally payable quarterly in arrears. To the extent a capital
           contribution or withdrawal is made as of any day that is not the first day of a
           fiscal quarter, the Management Fee is prorated.

           The performance fee is calculated, generally at a rate of 15-25%, and charged
           as of the last day of each fiscal year and/or upon distributions, depending on the
           Advisory Client. Under loss carry forward provisions, an investor in hedge
           fund structured Advisory Clients generally will not be charged an Incentive
           Allocation until any net loss previously allocated to such investor has been
           offset by subsequent net profits.

           The performance fee for private equity structured Advisory Clients is based on
           a return of capital to Fund investors and achievement of a certain preferred rate
           of return. The performance fee is paid to the General Partner (i.e., Marblegate
           or an affiliate) as “carried interest.” Please see Item 6 below regarding “carried
           interest” that Marblegate or an affiliate may receive. The precise amount of,
           and the manner and calculation of, the carried interest are negotiable and are set
           forth in the applicable Advisory Client’s governing documents.

           Marblegate or the General Partner, in their respective sole discretion, may, in
           effect, waive, reduce or rebate the Management Fee or the Incentive Allocation
           for certain investors including current employees, former employees and certain
           current and former related parties and affiliates, including foundations related
           to such persons. In some cases, investors in Marblegate Funds individually
           negotiate, pursuant to “side letters”, more favorable fee terms with respect to
           their investment based upon the liquidity terms of the investment and/or the size
           of their investment.

           Fees paid by institutional clients for whom Marblegate manages separate
           accounts, if any, would be negotiated individually, while those to be paid by
           investors in Marblegate Funds are generally as described in the applicable
           offering memorandum, subject to certain side letters.

           Marblegate maintains an in-house value creation team that specializes in
           operations that in certain instances will provide operational services to a
           portfolio company. Marblegate receives fees, either directly or indirectly,
           for these hourly operational services. Depending on the terms set forth in
           the offering documents of the relevant Fund, Marblegate will either (i)
           retain such fees for Marblegate’ s benefit or (ii) such fees will be applied
           as an offset to such Fund's management fees.

           It is critical that investors refer to the relevant Fund’s Documents for a
           complete understanding of how Marblegate is compensated for its advisory
           services.

Item 5.B   Describe whether you deduct fees from clients’ assets or bill clients for fees
           incurred. If clients may select either method, disclose this fact. Explain how
           often you bill clients or deduct your fees.

           Management Fees and Incentive Allocations are generally deducted from
           investors’ assets that are invested in the Funds. Investors in hedge fund
           structured Advisory Clients do not have the ability to choose to be billed
           directly for fees incurred.

           It is critical that investors refer to their respective Fund’s Documents for
           a complete understanding of how fees are deducted from their assets. The
           information contained herein is a summary only and is qualified in its
           entirety by the relevant Fund’s Documents.

Item 5.C   Describe any other types of fees or expenses clients may pay in connection
           with your advisory services, such as custodian fees or mutual fund
           expenses. Disclose that clients will incur brokerage and other transaction
           costs, and direct clients to the section(s) of your brochure that discuss
           brokerage.

           In addition to the fees paid to Marblegate, each Marblegate Fund will also bear
           the operating expenses attributable to the activities of such Fund (including
           each feeder fund’s pro rata share of the expenses of the master fund).

           To the extent permitted by an Advisory Client’s fund documents, underlying
           investors bear the costs and expenses associated with the execution of the
           Advisory Client’s investment strategy and its formation. Accordingly, by
           investing in an Advisory Client, underlying investors bear the cost of the
           organization and offering of such Advisory Client and any related feeder funds,
           master fund(s), aggregating vehicles and other special purpose vehicles,
           including external legal and accounting expenses and out-of-pocket expenses
           or disbursements, including, without limitation, expenses related to the sale and
           marketing of interests of the Funds (including marketing related travel, lodging
           and meal expenses and expenses incurred in connection with negotiating and
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ITEM 7 – TYPES OF CLIENTS

Describe the types of clients to whom you generally provide investment advice, such as
individuals, trusts, investment companies, or pension plans. If you have any requirements for
opening or maintaining an account, such as a minimum account size, disclose the requirements.

Marblegate provides investment advisory services to pooled investment vehicles operating as private
investment funds including institutional Advisory Clients with a single limited partner. Each Investor
in the Funds must meet certain eligibility requirements outlined in the Fund Documents. The minimum
initial investment for each Marblegate Fund is $5,000,000 and the minimum additional contribution is
$1,000,000. These minimums are typically subject to waiver at the discretion of the General Partner,
Marblegate, or in conjunction with the applicable Fund board of directors. With respect to co-
investment private funds, requirements for opening such accounts are individually negotiated on a case-
by-case basis depending upon the capital invested, liquidity and agreed upon fees.