Cherokee & Walker Management LLC

FEES AND COMPENSATION
Management Fees
Cherokee & Walker charges a .167% per month (2% annualized) management fee for providing supervisory
services to the proprietary PIVs. This fee is charged and deducted directly from each PIV on a monthly basis,
calculated on the amount of net unreturned capital contributed to the PIV. The management fees charged by
Cherokee & Walker are fixed for each PIV and are not negotiable; however, Cherokee & Walker reserves the
right, for any reason, to defer, reduce and/or waive the management fees charged to a PIV such that all
members of that PIV benefit equally from the deferral, reduction or waiver of fees. If Cherokee & Walker
defers, reduces or waives a fee, all members of the benefitted PIV are informed.

Cherokee & Walker does not require prepayment of management or performance fees. Such fees are
withdrawn from each PIV in arrears, on a monthly or quarterly basis.

Cherokee & Walker can also charge a .167% per month (2% annualized) management fee on a similar basis
for providing supervisory services for the co-funded capital of substantial PIV investors, and reserves the same
right, for any reason, to defer, reduce and/or waive the management fees charged.

Form ADV Parts 2A & 2B: Firm Brochure & Supplement                                                 Page - - 5 - -
Version Date: March 9, 2026

Performance Fees
Cherokee & Walker charges a 20% performance fee on distributed profits, in excess of operating expenses and
management fees, from each PIV. The performance fee is charged on a monthly basis for lending-oriented
PIVs and on a quarterly basis for the equity PIV.

As an example of the management fees and performance fees charged by Cherokee & Walker, assume a
lending-oriented PIV with $10 million net unreturned capital raised and monthly portfolio income (net of
expenses other than fees) of $130,000, such PIV would be assessed the following fees during the month:

        Calculation of Management Fee:
        $10 million net unreturned capital raised X .167% = $16,666.67

        Calculation of Performance Fee:
        $113,333.33 (Portfolio income after payment of management fee) X 20% = $22,666.67

        Total monthly management and performance fees assessed: $39,333.34.

Statements, or other reports, are sent to the respective members of each PIV on a monthly or quarterly basis
(depending on the PIV and whether a distribution was made) by Cherokee & Walker and such statements list
each member’s pro-rata share of income and describe the management and performance fees deducted from
the respective PIV, when such fees have been deducted.

The performance fees charged by Cherokee & Walker are fixed for each PIV and are not negotiable; however,
Cherokee & Walker reserves the right, for any reason, to defer, reduce and/or waive the performance fees
charged to a PIV such that all members of that PIV benefit equally from the deferral, reduction or waiver of
fees. If Cherokee & Walker defers, reduces or waives a fee, all members of the benefited PIV are informed.

During the first year an investor is invested in a particular PIV, that investor will accrue a performance-based
fee, although that fee will not be paid until the end of such first year.

The capital invested in the PIVs pays for customary operating expenses and some expenses attributable to
portfolio investments; provided, however, most expenses incurred in connection with a portfolio investment
are reimbursed by the portfolio company as part of the lending or investment transaction. Examples of
operating expenses include PIV organizational costs and fees, legal fees associated with fund-raising, PIV
accounting expenses, other PIV-specific legal fees, due diligence costs, abandoned deal costs, portfolio
investment-related travel expenses, PIV tax return preparation and PIV audit costs.

Cherokee & Walker also charges a 20% performance fee on a similar basis for providing supervisory services
for the co-funded capital of substantial PIV investors, and reserves the same right, for any reason, to defer,
reduce and/or waive the performance fees charged.

Cherokee & Walker does not have any financial condition that is reasonably likely to impair its ability to meet
contractual commitments to manage PIVs.

Form ADV Parts 2A & 2B: Firm Brochure & Supplement                                                  Page - - 6 - -
Version Date: March 9, 2026

Other Compensation
Cherokee & Walker does not accept compensation for the sale of investment products, markups, or other sales
charges or services fees. However, in addition to distributions received as a result of their ownership of
Cherokee & Walker, Managing Directors can receive compensation from the management and ownership of
non-PIV businesses and real-estate-oriented projects. Conflicts of interest could exist between Cherokee &
Walker managed PIVs and for the co-funded capital of substantial PIV investors, and such other businesses
and real-estate-oriented projects. Examples of such potential conflicts and the methods used to address them
are included below. Please refer to the “OTHER FINANCIAL INDUSTRY ACTIVITIES AND
AFFILIATIONS” Section for additional information.

Potential conflicts could arise when those real-estate-oriented entities enter into contracts to assist with,
develop, build-through, manage, or dispose of assets owned by proprietary PIVs. No such contracts are
currently in place but could be established for real estate workout services due to collateral taken subject to
defaulted loans. The terms of such contracts would be similar to those that would reasonably result from
negotiations between unaffiliated or unrelated parties as determined by Cherokee & Walker.

Other conflicts include co-funding loans or equity investments on behalf of its substantial PIV investors
alongside loans or equity investments made on behalf of the PIVs when PIV lending or investment criteria are
...

TYPES OF CLIENTS
Cherokee & Walker provides management services to proprietary lending and equity PIVs, as well as for the
co-funded capital of its substantial PIV investors, but not to other individual or institutional investors.
Cherokee & Walker’s investment advice is based on the belief that the interests of the PIVs are paramount and
supersede the interest of any individual member of such PIV. As such, Cherokee & Walker will not place any
member’s interest ahead of another member or that of the PIV. Members of PIVs are accredited investors,
including individuals, trusts, foundations, individual retirement plans, and businesses or other individuals or
entities as allowed by law or regulation.

METHODS OF ANALYSIS, INVESTMENT STRATEGIES
AND RISK OF LOSS
The methods of analysis used by Cherokee & Walker are specific to each PIV and investment type. Most
investments, including loans, are made in or extended to private companies or enterprises and, as such,
financial and other available business information, relative to a publicly-traded entity, is limited.

For loans, the following are typical considerations:

    •   The strategic position of the borrower, business, or project;
    •   The borrower’s financial contribution;

Form ADV Parts 2A & 2B: Firm Brochure & Supplement                                                  Page - - 8 - -
Version Date: March 9, 2026

    •   The loan amount compared to the collateral value;
    •   The planned repayment method and likelihood;
    •   The financial strength of the borrower; and
    •   The financial strength of the loan guarantor (if any).

For equity or venture investments, Cherokee & Walker typically considers the following:

    •   The ability to achieve strong positions or possess proprietary technology or other barriers to entry;
    •   Experienced and proven management teams or founders that are committed to hiring experienced or
        proven management teams;
    •   The ability to achieve rapid growth; and
    •   Evidence of a clear path to sustainable earnings.

Cherokee & Walker typically uses modest (usually less than 40%) or no borrowing to leverage the capital held
by the PIVs. It is Cherokee & Walker’s philosophy that the use of any borrowing increases risk for PIV
investments. Even with limited leverage, the PIVs might not be able to meet interest or principal repayment
requirements, which would expose all PIV assets to repayment demands and potential loss. Moreover, despite
the analysis performed by Cherokee & Walker, any PIV investment in loans or ventures carries credit and/or
fundamental business risk and, therefore, PIV units could lose their entire value. The risk factors for
investment in any PIV are set forth in detail in each PIV’s offering documents.

With respect to potential investors in the PIVs, Cherokee & Walker does not conduct analysis or provide
guidance regarding the appropriateness of investing in the PIVs. In the offering documents for the PIVs, such
prospective investors are made aware of the risks of investment in a PIV including the fact that Cherokee &
Walker, as the manager of the PIV, causes the PIVs to lend or invest in illiquid, speculative, and risky
investments. Furthermore, the offering documents make clear that prospective investors should not invest
amounts in excess of what such investor can afford to lose entirely.

Investing in securities involves risk of loss that investors should be prepared to bear. Investing in privately
offered investment funds, such as the PIVs, can involve a higher degree of risk than investing in publicly
traded securities or investment funds that are registered with the SEC that offer more liquidity. Such risks
include the risk of losing the entire amount invested.