Shorenstein Investment Advisers LLC

Fees and Compensation.

  B. Client Referrals

     Shorenstein does not compensate anyone who is not a supervised person for client referrals.

     Shorenstein reserves the right to enter into solicitation arrangements pursuant to which it
     compensates third parties for referrals that result in a potential investor becoming a limited
     partner in a Fund, typically based on a percentage of aggregate commitments to a Fund.
     Any fees payable to any such placement agents generally will be borne by the Adviser
     indirectly through an offset against the Management Fee under the Governing Documents,
     although related expenses incurred pursuant to the relevant placement agent or similar
     agreement including, but not limited to, placement agent travel, meal and entertainment
     expenses, typically are borne by the relevant Fund(s). The practice of bearing such
     placement agent fees over time through offset provides a benefit to Shorenstein in that it
     generally results in prompt payment to the relevant placement agent without requiring
     Shorenstein immediately to fund such amounts, in addition to an expected tax benefit
     related to the deductible payment of expenses, and investors will not receive interest or
     other compensation for the time period between placement agent payment and the later
     date of offset of the relevant amounts against the relevant Management Fees.

ITEM 7: TYPES OF CLIENTS

     The Adviser provides investment advice 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 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 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.

     The relevant General Partner 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.

      The Funds generally have a minimum investment amount of $10 million for third-party
      investors, and Fund interests are offered and sold solely to accredited investors and
      qualified purchasers (or qualified knowledgeable Adviser personnel). The relevant General
      Partner generally is permitted to waive such minimum investment amount and
      qualifications in its sole discretion.