Marquee Capital Advisors LLC

FEES AND COMPENSATION

       In general, the Adviser receives a management fee and a carried interest in connection with
the provision of advisory services to its clients except as otherwise provided in the Governing
Documents. The Adviser or other Marquee entities or affiliates can receive additional
compensation in connection with management and other services performed for portfolio
companies of the Funds and such additional compensation will offset in whole or in part the
Management Fees (as defined below) otherwise payable to the Adviser to the extent provided by
the Governing Documents. In addition, in certain circumstances the Adviser can receive
compensation for management and other services performed in connection with co-investments
made in portfolio companies of the Funds. Investors in a Fund also bear certain expenses.

Management Fees

       A Fund will pay its Manager a management fee (the “Management Fee”) equal to up to
2% on an annual basis of aggregate investor capital commitments (“Commitments”). For Funds
with multiple closings, investors participating in a closing after a Fund’s initial closing generally
bear the Management Fee from the initial closing date, generally in addition to an interest
component payable to the Adviser or an affiliate. As a general matter, Management Fees will be
payable during term extensions unless otherwise agreed with investors. Management Fees for
SPVs, if any, are set forth in the Governing Agreements for such SPVs.

         The Governing Documents set forth the full list of terms under which Management Fees
will be reduced, offset or otherwise be limited, and consequently investors should expect to bear
the full specified Management Fee rate in the Governing Documents until they are reduced in the
circumstances and on the date(s) specified therein.

        To the extent specified in a Fund’s Governing Documents, the Adviser or another Marquee
entity will be permitted to receive certain supplemental fees and other amounts (“Supplemental
Fees”) consisting of: (i) management services or advisory consulting fees paid by any portfolio
company; (ii) acquisition or disposition fees paid by any portfolio company; and (iii) other
designated net fee payments received by the Adviser or its partners or personnel from portfolio
companies or prospective portfolio companies.

        As a matter of practice, the Adviser is typically paid Supplemental Fees from, on behalf of
or with respect to co-investors and other owners of an investment, as well as other fees relating to
the structuring and administration of any co-investment arrangements. The receipt of such fees
will not reduce the Management Fee payable by any Fund(s) that have also invested in such
investment, and, as a result, a Fund will, in most cases, only benefit with respect to the relevant
allocable portion on a “fully diluted” basis of any such fee. As a result, a Fund will not benefit
from (and the Adviser and its affiliates are expected to retain) the portion of any fee related to: (i)
Manager, affiliated partner or similar fee-free investor commitments; or (ii) co-investors or
potential co-investors (which could include co-investment vehicles managed by the Adviser,
Service Providers, third parties, current or former portfolio company management or personnel,
sellers or members of management that have rolled their interest or reinvested proceeds in the
portfolio company and/or other owners). Each of the foregoing conditions is expected to reduce
the amount of Supplemental Fees otherwise available to be offset against Management Fees,

resulting in a potential material benefit to the Adviser over the life of the relevant Fund, and the
existence of such potential benefit creates an incentive for the Adviser to seek to increase such
amounts. The Adviser’s ability to retain such amounts provides it with an incentive to increase the
portion of each relevant investment held by such persons.

Carried Interest

        The Adviser will receive a carried interest with respect to the Funds equal up to 20% of all
realized profits, as more fully described in the Governing Documents. The carried interest
distributed to the Adviser is subject to a potential clawback or giveback at the end of the life of the
Fund if the Adviser has received excess cumulative distributions to the extent specified in the
Governing Documents.

Other Information

        The Adviser is permitted to exempt certain “affiliated partner” or other investors in the
Funds from payment of all or a portion of Management Fees and/or carried interest, including the
Adviser and any other person designated by the Adviser, such as “friends and family” of the
Adviser or its personnel, Service Providers or other investors as determined by the Manager based
on Commitment size or other strategic or relationship factors. The relevant Manager reserves the
right to make any such exemption from Management Fees and/or carried interest by a direct
exemption, a rebate by the Adviser and/or its affiliates, or through other Funds which co-invest
with a Fund. For example, in instances where an Adviser professional (or an affiliated entity
thereof) invests in a Fund, such professional (or such affiliated entity) will generally be exempt
from payment of the Management Fee and/or carried interest with respect to such Fund.
Additionally, to the extent permitted by the Governing Documents, certain Managers have the
right to permit investors, affiliated with the Manager or otherwise, to invest through the relevant
Manager or other vehicles that do not bear Management Fees and/or carried interest. In general,
the Management Fee offsets described above apply only with respect to the Commitments of fee-
paying investors. The Adviser retains flexibility to structure its compensation from investors and
expects in certain circumstances to agree to invoice an investor directly for Management Fees or
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TYPES OF CLIENTS

         The Adviser provides investment advice solely to its Fund clients, and references
throughout this Brochure to “clients” and to the Adviser’s related duties to and practices on behalf
of its clients and/or investors should be construed accordingly. The Funds generally include
investment partnerships or other investment entities formed under U.S. or non-U.S. laws and
operated as exempt investment pools under the Investment Company Act of 1940, as amended.
The investors participating in the Funds can generally include individuals, banks or thrift
institutions, other investment entities, university endowments, sovereign wealth funds, family
offices, pension and profit-sharing plans, trusts, estates or charitable organizations or other

corporations or business entities and often include, directly or indirectly, principals or other
personnel of the Adviser and its affiliates and members of their families, or other Service Providers
retained by the Adviser or a Fund, as well as executives of portfolio companies.

       The relevant Manager also generally is permitted to establish Funds that are alternative
investment vehicles in order to permit certain investors to participate in one or more particular
investment opportunities in a manner desirable for tax, regulatory or other reasons. Alternative
investment vehicle sponsors generally have limited discretion to invest the assets of these vehicles
independent of limitations or other procedures set forth in the organizational documents of such
vehicles and the Governing Documents of the related Fund.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        The Adviser is a private investment firm that provides discretionary investment advice
primarily with respect to private investments in sports and entertainment and real estate sectors.
The Adviser’s investment advisory services consist of identifying and evaluating investment
opportunities, negotiating investments, managing and monitoring investments and achieving
dispositions for investments. Investments are predominantly in non-public companies, although
investments in public companies are permitted.

       There can be no assurance that the Adviser will achieve the investment objectives of any
Fund and a loss of investment is possible.

Risks of Investment and Conflicts of Interest

         Each Fund and its investors bear the risk of loss that the Adviser’s investment strategy
entails. The risks and conflicts of interest involved with the Adviser’s investment strategy and an
investment in a Fund include, but are not limited to the risk factors described in this section. Certain
risks differ between SPVs, which generally invest in one or a limited number of investments
generally specifically identified to investors prior to closing, and other more diversified Funds and
may not be present in one type of Fund or the other. Additional details are contained in a Fund’s
Governing Documents.

        Business Risks. A Fund’s investment portfolio is expected to consist primarily of securities
issued by non-public companies, and operating results in a specified period will be difficult to
predict. Such investments involve a high degree of business and financial risk, which can result in
substantial losses.

       Concentration of Investments. Each Fund will participate in one, several or a limited
number of investments (and may seek to make several investments in one industry or one industry
segment or within a short period of time) and, as a consequence, the aggregate return of a Fund
may be materially affected by the performance of a single investment or a single industry segment.
Furthermore, to the extent that the capital commitments raised are less than the targeted amount or
a Fund requires an extended period of time to raise such capital commitments, such Fund may not
be able to implement its investment strategy or achieve its investment objectives in the intended
manner or on the intended timeline. Such Fund will likely invest in fewer portfolio companies

and/or decline certain investment opportunities if there is insufficient capital available, and thus
be less diversified. Additionally, a Fund's organizational expenses could be higher if its fundraising
period continues for an extended period.

        Lack of Sufficient Investment Opportunities. It is possible that a diversified Fund will never
be fully invested if enough sufficiently attractive investments are not identified. The business of
identifying, structuring and completing private equity transactions is highly competitive and
involves a high degree of uncertainty. However, regardless of the extent to which the
Commitments of the limited partners are invested (or drawn down to be invested), the limited
partners in a diversified Fund will be required to bear Management Fees with respect to such Fund
during the investment period based on the entire amount of the limited partners’ Commitments to
such Fund and other amounts as set forth in the Governing Documents.

         Dynamic Investment Strategy. While each Manager generally intends to seek attractive
returns for a Fund through the investment strategy and methods described herein, the relevant
Manager is permitted to pursue additional investment strategies and/or modify or depart from its
initial investment strategy, investment process or investment techniques to the extent it determines
such modification or departure to be appropriate and consistent with the Governing Documents. A
Manager is permitted to pursue investments outside of the industries and sectors in which the
Adviser has previously made investments or has internal operational experience.

        Impact of Government Regulation, Reimbursement and Reform. Certain industry segments
in which a Fund may invest are (or may become) (i) highly regulated at both the federal and state
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