AGR Partners LLC

Item 5 - Fees and Compensation

The fees and compensation payable to AGR and the manner in which they are charged are
negotiated on a case-base-case basis and established in each private fund’s written
investment management agreement or other Offering Documents. AGR typically charges
each private fund a management fee based on an annualized rate applied to capital
commitments and/or invested capital and may charge performance-based incentive fees to
qualified clients, as discussed further below. AGR deducts these management fees from the
private fund on a quarterly basis in advance, or as otherwise set forth in the investment
management agreement or Offering Documents. AGR will pro-rate management fees when
services are provided for less than a full quarter and will refund prepaid but unearned fees.

Incentive fees are calculated based on a percentage of returns above a designated
benchmark rate of return, as a success incentive fee upon realizing a defined percentage of
annual capital gains or as otherwise defined in a Client’s investment management
agreement or Offering Documents. AGR’s incentive fees typically range between 10% and
20% above that benchmark and are typically calculated and paid annually but may be
calculated and paid over longer periods as outlined in a particular Client’s investment
management agreement or Offering Documents. Incentive fees may be reduced or waived
upon the agreement of AGR and each Client. Incentive fees will only be charged to
“qualified clients,” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as
amended (“Advisers Act”).

                                                                                AGR PARTNERS

Fees and other compensation are negotiable in certain circumstances and arrangements
with any particular investor or Client may vary. Although AGR believes its fees are
competitive, lower fees for comparable services may be available from other investment
advisers.

In addition to the Management and incentive fees described above, Clients may also pay
costs and expenses associated with a particular private fund as AGR reasonably determines
to be necessary, appropriate, advisable or convenient to carry on its business and realize its
objective, including but not limited to: (i) all general investment expenses (e.g., investment-
related expenses, including travel and due diligence expenses); (ii) all administrative, legal,
accounting, auditing, record-keeping, tax form preparation, compliance, custodial and
consulting costs and; (iii) fees, costs and expenses of third- party service providers that
provide services to a Client’s portfolio; and, (iv) any extraordinary expenses, among other
expenses. All such costs and expenses are disclosed and agreed to by the Client in its written
investment management agreement entered into with each Client and each private fund’s
Offering Documents.

AGR’s fees are exclusive of transaction fees, and other related costs and expenses charged
by third parties and, under the terms of the governing documents for the investment vehicle in
question, a properly chargeable expense, each of which will be borne by each applicable
Client. Such charges and fees are exclusive of and in addition to AGR’s management fee and
incentive fees. AGR shall not receive any portion of these transaction fees, and other related
costs and expenses unless expressly disclosed to and agreed upon by a Client for a specific
transaction or series of related transactions.

Please see Item 12 of this Brochure regarding brokerage.

Neither AGR nor any of its supervised people accept compensation for the sale of securities
or other investment products outside of its association with AGR.

Item 7 - Types of Clients

AGR provides portfolio management services to private funds and may, in the future, provide
such services to separately managed accounts. Investors in each private fund must meet
eligibility criteria and are subject to certain withdrawal requirements and limitations.

Each investor in a private fund must be a “qualified client” (as defined in Rule 205-3 of the
Advisers Act). Prospective investors are encouraged to thoroughly review the Offering
Documents for the private fund, which will set forth all of the terms in detail. Though the
private funds generally pursue the same strategy, offering terms can be negotiated on a
case- by-case basis and may differ. The minimum separate account or private fund size is,
generally, not less than $100 million of net equity, based on positive margin contribution.