AGP Asset Management LLC

Item 5 - Fees and Compensation

In connection with our advisory services, the Firm receives a management fee of up to 2.0% of capital
contributions or gross offering proceeds attributable to each Fund or series, as more fully described in the
applicable offering and governing documents. Management fees are generally paid from Fund assets and are
intended to compensate the Firm for investment advisory, administrative, and related management services.

The Funds also pay placement or sales fees of up to 8.0% of capital contributions or offering proceeds to
A.G.P., an affiliate of the Firm, and/or other broker-dealers acting as placement agents in connection with the

    A.G.P. is a dually registered broker-dealer and investment adviser. Please reference Item 10 for more information.

offering of Fund interests. A.G.P. is registered as both a broker-dealer and an investment adviser. When acting
as placement agent for the Funds, A.G.P. acts solely in its capacity as a broker-dealer and not in its capacity
as an investment adviser. Such placement fees are generally paid from offering proceeds at the series level,
as described in the applicable offering documents.

Certain series of the Funds charge a performance-based fee (carried interest) payable to A.G.P. Asset
Management II LLC, an affiliate of the Firm, which is generally calculated as a percentage of net profits or
distributions after investors have received a return of their invested capital and/or satisfaction of other
applicable distribution thresholds, as described in the applicable offering and governing documents. The
structure, timing, and amount of any such performance-based compensation vary by Fund and by series. In
some cases, performance-based compensation may be subject to additional conditions, such as preferred
return requirements, loss carryforward provisions, or other series-specific terms.

In certain series, the Funds may invest indirectly through special purpose vehicles (“SPVs”) or similar
structures. In such cases, additional fees or incentive compensation, including carried interest at the SPV
level, may be payable to third-party or affiliated managers of the SPVs. These additional fees and expenses
reduce returns to Fund investors and are disclosed in the applicable offering documents.

These fee arrangements create conflicts of interest, as the Firm and its affiliates have an incentive to
recommend the Funds and particular series, to structure investments that generate performance-based
compensation, and to select investment structures involving affiliated entities. Clients and prospective
investors should review the applicable Fund offering and governing documents for a complete description of
all fees, expenses, and conflicts associated with an investment in the Funds.

Private Fund Investors are directed to the applicable disclosures in the Offering Documents for a complete
listing and description of the fees and expenses related to each specific Fund, as well as detailed information
relating to deposits, redemptions, and withdrawals.

Item 7 - Types of Clients

We currently provide investment advisory, management, and related services to affiliated private pooled
investment vehicles (the “Funds”). Investors in the Funds may include, among others, natural persons (if

eligible), institutional investors, family offices, funds of funds, endowments, foundations, and other
entities, depending on the applicable Fund and investment series.
Minimum investment amounts generally range from $50,000 to $100,000, depending on the Fund and the
specific investment series, and are described in the applicable offering documents. The Firm, in its discretion,
may accept investments below stated minimums. The Firm does not provide investment advisory services to
individuals, separately managed accounts, or other types of clients.

Investors in the Funds are generally required to be “accredited investors,” as defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended. Certain Funds or series may also require investors
to be “qualified purchasers,” as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as
amended. Prospective investors are required to complete and return applicable subscription documents, which
are designed to provide the Funds, the Firm, and their affiliates with information relevant to investor eligibility
and suitability. Subscriptions may be accepted or rejected, in whole or in part, in the sole discretion of
AGPAM. Prospective investors are provided with the applicable offering documents prior to investing and
are encouraged to review those materials and consult with their own legal, tax, and financial advisers in
evaluating an investment in the Funds.