AP Capital Delaware LLC

Item 5 - Fees and Compensation

A. Below is a discussion of how the Adviser is compensated in connection with providing advisory
   services to its clients, the Funds. The Adviser may enter into different fee arrangements on a
   client-by-client basis. It is critical that all clients, and Investors in all Funds, refer to the
   applicable Offering Documents and Governing Documents for a complete understanding of how
   the Adviser and its affiliates are compensated for advisory services.

    The Investment Manager, in its sole discretion, has and in the future may reduce, otherwise
    modify, or waive the management fees with respect to any Investor.

    The Adviser’s fee schedule is omitted because this brochure is only being delivered to qualified
    purchasers as defined in the Investment Company Act of 1940, as amended (“Investment
    Company Act”).

B. Management fees are payable by the Funds to the Adviser pursuant to the Investment Management
   Agreement or other applicable Offering Documents and Governing Documents. Management
   fees are payable monthly in advance. If the Investment Manager does not act as Investment
   Manager for an entire month, management fees payable for such calendar month will be prorated
   to reflect the portion of such calendar month. Management fees will be paid to the Investment
   Manager as soon as reasonably practicable before the beginning of each month.

C. As set forth in the Funds’ Offering Documents, the Funds generally bear costs and expenses relating
   to the operation and management of the Funds, including, but not limited to: organizational
   expenses, the fees and expenses payable to service providers and all expenses related to their
   investment programs, including: (a) brokerage commissions; (b) expenses related to buying and
   selling securities, including any issue or transfer taxes chargeable in connection with any securities
   transactions; (c) interest on borrowings, including borrowings from any prime broker and custodian
   and borrowing charges on securities sold short; (d) expenses incurred by the Investment Manager
   in connection with the provision of its investment management services including, but not limited
   to, research-related expenses, expenses related to monitoring investments and costs incurred in
   carrying out due diligence regardless of whether a particular transaction is consummated
   (including reasonable travel and accommodation costs); (e) fees and expenses of the appointed
   execution and clearing agent, escrow agent and other investment-related service providers
   appointed by the Funds.

    The Funds will also bear expenses incurred in connection with their operations including: (i) fees
    and expenses of advisors and consultants; (ii) the management fees and performance-based fees;
    (iii) indemnification expenses and the cost of insurance against potential indemnification liabilities;
    (iv) legal, administrative, accounting, tax, audit and insurance expenses; (v) all taxes and corporate
    fees payable to governments or agencies; (vi) communication expenses with respect to investor
    services, including all expenses of meetings of their shareholders and of preparing, printing and
    distributing financial statements and other reports, proxy forms, offering memoranda and similar
    documents; (vii) directors’ fees (if any) and expenses; (viii) litigation or other extraordinary
    expenses; and (ix) costs of periodically updating the Offering Documents.

    For a further discussion of the Adviser’s brokerage practices, see “Item 12 - Brokerage Practices”
    below.

D. As stated in Item 5.B. above, any management fees are payable monthly in advance. Clients
   generally cannot obtain refunds of pre-paid fees if the advisory contract is terminated before the

   end of the billing period.

E. Other than as described above, neither the Adviser nor any of its supervised persons receive any
   compensation from the sale of securities or other investment products.

Item 7 - Types of Clients

As described in Item 4, the Adviser provides investment advisory services only to its clients, which
are investment partnerships or similar entities exempted from registration under the Investment
Company Act.

Each Investor in each Fund must be a “qualified purchaser” for Investment Company Act purposes
and a “qualified client” for Investment Advisers Act of 1940 (“Advisers Act”) purposes. The Funds’
interests may generally be offered to high-net-worth individuals, fund of funds, pension funds,
endowments, and other institutions.

Each Fund generally has a minimum investment amount for potential Investors as provided in each
Fund’s Governing Documents or Offering Documents. Such minimum investment amounts may be
waived by the Adviser or the Investment Manager at their sole discretion.