Atwater Capital LLC

Fees and Compensation
Management fees may vary with each Fund and are explained more fully in each Fund’s Governing
Documents.

Atwater Capital and/or the General Partners generally receive annual or quarterly performance-based
compensation of up to 20% of the distributions of a Fund after return of capital to investors as defined and
calculated in the applicable Governing Documents.

Atwater Capital and/or a General Partner will only receive performance-based compensation if the receipt
of such compensation is in compliance with Rule 205-3 under the Investment Advisers Act of 1940, as
amended (the “Advisers Act”).

Management fees are prorated for partial periods.

Atwater Capital and a General Partner may waive, modify or calculate differently the management fee
and any performance-based compensation paid with respect to any client or investor in a Fund on a case-
by-case basis.

Management fees and performance-based compensation are generally debited directly from Fund
accounts in advance either quarterly, semi-annually, or annually (depending on the entity and its
governing documents).

With respect to investment consulting services, clients are subject to flat fee rates.

No Atwater Capital employee is compensated for the sale of securities or other investment products.

Expenses

As more fully described in each Fund’s respective Governing Documents, the Funds will generally bear
expenses in connection with their investment activities, which may include, without limitation, research
fees and expenses, fees paid to third-party consultants, finder’s fees paid for the introduction of
transactions, insurance costs (including directors’ and officers’ insurance, errors and omissions insurance
and other similar policies), directors’ fees, professional fees, entity-level taxes, and related expenses and
costs. Expenses that are common to multiple clients of Atwater Capital are typically borne by such clients
on a pro rata basis as determined by the applicable net asset value of such client accounts.

The Funds also bear additional expenses associated with organizing, administering and offering of the
Funds. Such expenses include legal, accounting, escrow, auditing, recordkeeping, administration, fund
accounting, computer, and clerical expenses, insurance, expenses incurred in preparing reports and tax
information to investors and regulatory authorities, expenses of printing and dispatching offering
materials and reports to investors, duplicating expenses, mailing costs, courier costs and filing fees, where
applicable.

Atwater Capital may voluntarily cap certain expenses for the Funds. However, Atwater Capital is under
no obligation to cap expenses beyond the terms of the relevant agreement with each client.

The investment consulting clients do not bear any expenses as part of their arrangement with Atwater
Capital.

Item 7 – Types of Clients

Atwater Capital primarily provides investment advice to the Funds, as described above. It may provide
investment advisory services to additional clients in the future. Atwater Capital is under no obligation to
accept any client and may decline acceptance of a client in its sole discretion.

Additionally, Atwater provides investment consulting services to certain institutional investors.

Interests in the Funds are offered on a private placement basis, and where applicable, in reliance on
Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “Company Act”), or on another
applicable exclusion from the definition of an “investment company” under the Company Act, to persons
who generally are “accredited investors” as defined under the Securities Act of 1933, as amended (the
“Securities Act”), and “qualified purchasers” as defined under the Company Act, and who are subject to
certain other conditions, which are fully set forth in the offering documents of such Funds.

The minimum initial investment in each Fund is set out in the Governing Documents of such Fund and is
generally $1,000,000, subject to the discretion of the applicable General Partner to accept lesser amounts.