1789 Capital Management LLC

FEES AND COMPENSATION

The Adviser generally receives a management fee and the General Partner generally is allocated
carried interest as compensation for providing investment advisory and/or other services to the
Funds. The Adviser’s management fees, the carried interest allocation to the General Partner, and
the other compensation payable to the Adviser and/or its affiliates with respect to each Fund are

determined at the time of the establishment of the relevant Fund and negotiated with participating
Investors prior to the time they invest.

Below is a general description of fees and expenses of the Funds and the compensation paid to the
Adviser and its affiliates. Because there are differences among the Funds, please refer to each
Fund’s Governing Documents and the discussion of fees, charges and compensation therein for
additional information.

Management Fees. The Adviser receives a management fee (the “Management Fee”), calculated
up to two percent per year of the total capital commitments for each of the Funds commencing on
the initial closing date through the end of the investment period. After the investment period, the
management fee is up to two percent of the invested capital, to the extent and as set forth in the
Fund Governing Documents. With respect to certain Funds, the Management Fees payable by
Investors are subject to waiver or reduction by the Adviser, in its sole discretion. The Management
Fee for each Fund is deducted from the Fund’s assets. The amount and timing of the Management Fee
paid by each Fund may vary. Please refer to the Governing Documents of each of the Funds for
complete information on the amount and timing of Management Fee payments. For the Real Estate
Funds, in the event of termination of the management contract prior to the end of the quarter, the
Management Fee will be reimbursed on a pro rata basis based on the number of days remaining.
Investors should refer to the Governing Documents of each Fund for complete information
regarding the timing of Management Fee payments and any applicable refund provisions. For the
remaining Funds, the management fee ceases to accrue on termination of such management
contract.

As noted above, in certain Funds the Adviser and its affiliates have the ability to receive transaction
fees, as permitted by the Governing Documents, commissions, break-up fees, termination fees, and
similar fees, payments or compensation in connection with the purchase, exchange or sale of a
Portfolio Company by the Adviser or an affiliate thereof. If such fees are received, they offset (i.e.,
reduce) the Management Fee. The offset provision eliminates the incentive for the Adviser and its
affiliates to seek the above opportunities and thereby earn more compensation. This fee offset thus
mitigates the conflict of interest that would otherwise exist on the part of the Adviser and its
affiliates. Differences exist from Fund to Fund, and as such, existing and prospective Fund Investors
should review the applicable Fund’s Governing Documents for further details regarding fees,
compensation and expenses.

Similarly, the Adviser and/or its affiliates have the ability to receive monitoring fees, consulting
fees, board director fees and similar fees from the Portfolio Companies for providing services to the
Portfolio Companies. Unlike the transaction fees discussed in the prior paragraph, these fees are not
offset against the Management Fee. The existence of such fees creates an incentive for the Adviser,
and its affiliates to provide services to the Portfolio Companies and thereby earn more
compensation. This therefore creates a conflict of interest on the part of the Adviser and its affiliates.
We address this conflict of interest through our policies and procedures via a combination of
disclosure and processes designed to ensure we do not take any such fees into consideration in
determining what securities to purchase. By measuring each potential investment against our
existing criteria, each investment must satisfy such independent investment criteria and be
consistent with the investment objectives of the Fund and any applicable investment guidelines.

These steps help ensure that the investments made for the Funds are in their best interest. Differences
exist from Fund to Fund, and as such, existing and prospective Fund Investors should review the
applicable Fund’s Governing Documents for further details regarding fees, compensation and
expenses.

Project-Level Fees. With respect to the Real Estate Funds, the General Partner may engage one or
more persons, including affiliates of the General Partner, to provide asset management, property
management, leasing, development, and other customary real estate services. All project-level fees
are paid by the Real Estate Funds in addition to the Management Fee and are not offset against the
Management Fee.

Carried Interest. The General Partner will receive a performance-based fee (often called “carried
interest”) from certain Funds if specified distribution thresholds are met. The precise amount of, and
the manner of calculation of, such “carried interest” varies across the Funds and is described in each
Fund’s Governing Documents. The General Partner may waive or reduce carried interest for certain
Funds, if permitted by the relevant Governing Documents.

The existence of carried interest payable to the General Partner and the fact that they are based on
the distributions of the Funds creates an incentive for the Adviser or an affiliate to make more
speculative investments on behalf of the Funds, or to take, or not take, certain actions with respect
to underperforming or non-performing investments, than it would otherwise make in the absence of
such performance-based compensation. In addition, the Governing Documents may require the
General Partner to return excess amounts of carried interest as “clawbacks.” These clawback
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TYPES OF CLIENTS

The Adviser provides portfolio management services solely to its Fund clients. Investors in the
Funds must meet certain qualifications prior to making an investment in the Funds. In particular,
the Funds limit their respective Investors to persons who are “accredited investors” under the
Securities Act, “qualified clients” under the Advisers Act and/or “qualified purchasers” or
“knowledgeable persons” under the Company Act. Fund Investors can include a broad range of U.S.
and non-U.S. investors, including, among others, high net worth individuals, corporations and other
businesses, corporate pension plans, charitable institutions, foundations, endowments, public
pension plans, sovereign wealth funds, trust programs and other institutions, as well as executives
of Portfolio Companies. In addition, employees and other persons associated with 1789 and/or its
affiliates may be Investors in the Funds. The Funds generally have minimum investment amounts
as described in their Governing Documents. The General Partner generally is permitted to waive
such minimum investment amounts.

              METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

The Growth Equity Funds seek to generate returns through growth investments in private
companies. The Adviser’s investment advisory services consist of identifying and evaluating
investment opportunities, negotiating investments, managing and monitoring investments and

achieving dispositions of investments. Investments are primarily in privately-held companies. The
Adviser seeks to develop a long-term oriented relationship with its Portfolio Companies. There can
be no assurance that the Adviser will achieve the investment objectives of any Fund and loss of
investment is possible.

The Real Estate Funds will invest in a wide range of real estate assets with the intent of identifying
opportunistic Real Estate Investments with sound risk/reward propositions. Target investments will
primarily seek to include value-add opportunities with a clear, defined strategy to enhance value,
whether through physical improvements to existing properties, ground-up construction, tenant
rollover, or property re-branding, among other strategies. The Real Estate Funds will target all asset
classes based principally on market demand, current and future supply, and ability to finance each
transaction.

Risks of Investment Strategies

Prospective Fund Investors are cautioned that investment in any Fund involves risk of loss,
including the possibility of a complete loss of the amount invested; they should be prepared to bear
loss of their investment. The discussion below of risks associated with the Adviser’s investment
strategies is not an exhaustive list of all risks associated with an investment in the Funds. Please refer
to the applicable Governing Documents of the Funds for a more detailed discussion of risks
associated with such an investment.

Reliance on the Adviser and General Partner. The Adviser and General Partner have exclusive
responsibility for the Funds’ activities, and, other than as may be set forth in the Governing
Document, Fund Investors have no rights or powers to take part in the management of the Funds or
make investment decisions for the Funds. The Adviser will generally have sole and absolute
discretion in structuring, negotiating and purchasing, financing, and eventually divesting of
investments on behalf of the Funds (subject to specified exceptions as set forth in the applicable
Governing Documents). The success of the Funds will depend on the ability of the Adviser’s
investment team to identify suitable investments, negotiate and arrange the closing of appropriate
transactions, and arrange the timely disposition of investments.

Risk of Growth Investments in Private Companies. While growth investments in private companies
offer the opportunity for significant gains, such investments also involve a high degree of business
and financial risk and can result in substantial or total losses. Among these risks are the general risks
associated with investing in companies at an early stage of development with limited operating
history, companies seeking to grow rapidly, companies operating at a loss or with substantial
variations in operating results from period to period, and companies with the need for substantial
additional capital to support expansion or to achieve or maintain a competitive position. Such
companies face intense competition, including competition from companies with greater financial
resources, more extensive development, manufacturing, marketing and service capabilities and a
larger number of qualified managerial and technical personnel. There will be substantially less
information available about most of the Funds’ Portfolio Companies than is ordinarily available
regarding publicly traded companies, and the information may not be of the same quality. A Fund
will have limited information rights with respect to certain of its Portfolio Companies and, as a
result, may receive less information regarding such a Portfolio Company than other equity holders

in such company.

Real Estate Investment Risk. Certain Funds, including the Real Estate Funds, invest in Real Estate
Investments, which are subject to unique risks. Real Estate Investments are illiquid and may be
difficult to value or sell. Real estate values may be adversely affected by a number of factors,
including general and local economic conditions, changes in interest rates and the availability of
financing, environmental liabilities, changes in zoning laws, changes in property taxes, operating
expenses, casualty or condemnation losses, regulatory limitations on rents, changes in neighborhood
values and buyer demand and adverse changes in the real estate markets generally. Investments in
real estate operating companies or real estate development companies are also subject to the risks
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