Waterfront Capital Partners LLC

Item 5. Fees and Compensation

        Asset-Based Compensation

      Fees applicable to the Funds will be set forth in detail in the applicable private placement
memorandum of the applicable Fund. A brief summary of those fees is provided below.

        The Adviser is generally paid a fixed management fee (the “Management Fee”), quarterly in
advance, in an amount equal to 1.0% per annum of the net assets each Founders’ Series capital account
(“Credit Founders’ Series”) and each Founders’ Hurdle Series capital account (“Credit Founders’
Hurdle Series”) of the Credit Fund, and 1.5% per annum of the net assets of each Series A capital account
(“Credit Series A”) and each Series A Hurdle (“Credit Series A Hurdle”) capital account of the Credit
Fund. The Management Fee will be prorated for any period that is less than a full quarter and will be
adjusted for subscriptions and redemptions/withdrawals occurring during the quarter. The Funds will pay
the Management Fee in U.S. dollars within ten days after the first business day of each calendar quarter.

        The Adviser, in its sole discretion, may, in effect, waive or reduce the Management Fee for
investors that are members, employees, or affiliates of the General Partner (as defined below) or the
Adviser, relatives of such persons, and for certain large or strategic investors.

        Incentive Allocation

        An affiliate of the Adviser that serves as general partner (the "General Partner") to the Credit
Fund will receive an Incentive Allocation in amounts (i) equal to 10% and 15% (including realized and
unrealized gains and losses) of the net profits attributable to each of the Credit Founders’ Series and Series
A capital accounts, respectively, (the “Credit Fund Non-Hurdle Incentive Allocation”) and (ii) equal to
15% and 22.5% (including realized and unrealized gains and losses) of the net profits attributable to each
of the Credit Founders’ Hurdle Series and Series A Hurdle sub-capital accounts, respectively (the “Credit
Fund Hurdle Incentive Allocation”). The Incentive Allocation will be subject to a “loss carryforward”
provision.

         With respect to the Credit Fund Hurdle Incentive Allocation, the General Partner will receive an
Incentive Allocation in an amount equal to the Incentive Allocation Percentage (as defined above) of the
excess of the amount of net profits (or net losses) attributable to each Founders’ Hurdle Series sub-capital
account or Series A Hurdle sub-capital account for the fiscal year over the Bloomberg US Aggregate Bond
Index (“Credit Fund Hurdle Rate”) for such year, with such excess subject to reduction by the amount
by which the Credit Hurdle Rate has exceeded net profits or losses (including unrealized gains and losses)
attributable to each Credit Fund Founders’ Hurdle Series or Series A Hurdle capital account, as applicable
(after deduction of all expenses, including the Management Fee), that has not been recouped subsequent
thereto, if any (the “Credit Fund Hurdle Carryforward”).

        The General Partner, in its sole discretion, may waive or modify the Incentive Allocation for
investors that are members, employees, or affiliates of the General Partner (as defined below) or the
Adviser, relatives of such persons, and for certain large or strategic investors.

         Other Fees Earned and Expenses allocated by the Adviser
       The Adviser will render its services to the Funds at its own expense and will be responsible for its
overhead expenses including: office rent; utilities; furniture and fixtures; stationery; secretarial/internal
administrative services; salaries and bonuses; entertainment expenses; employee insurance; and payroll
taxes.

         All other expenses will be paid by the Funds and will include: the Management Fee; Fund legal,
administrator, audit, and accounting expenses (including third party accounting services); Fund
compliance expenses (including expenses related to various filings (or portions thereof) made in managing
the portfolio of the Funds, including Form PF); shareholder proxy voting services; organizational
expenses; investment expenses such as commissions, research fees, and expenses (including research-
related travel, meals, and lodging, and market data and similar services); interest on margin accounts and
other indebtedness; borrowing charges on securities sold short; custodial fees; bank service fees; Fund-
related insurance costs (including D&O and E&O insurance for the Adviser and the General Partner,
and, if applicable, outside directorship liability); directors' fees and expenses; and any other expenses
reasonably related to the purchase, sale, or transmittal of the assets of the Funds.

Item 7. Types of Clients

        The Adviser's Clients consist of privately offered pooled investment vehicles.

        The minimum investment required to invest in each of the Funds is described in the offering
materials of the applicable Fund. The Adviser, in its sole discretion, may waive or reduce any minimum
investment amount in certain circumstances.