Cloverlay Investment Management LLC

Item 5 – Fees and Compensation

       Cloverlay receives from the Funds various fees that are negotiated at the time of
formation of the Funds. The specific manner in which Cloverlay charges fees for a Fund is
established in the relevant Fund’s Governing Documents. Cloverlay and/or its affiliates will
generally earn the following compensation from the Funds: (1) a management fee as set forth
in the applicable Governing Documents; and (2) performance-based compensation
calculated upon a specified percentage of the Fund’s return on its invested capital.

       The commitment-based management fee (the “Management Fee”) is paid to Cloverlay
periodically in accordance with the terms of the applicable Fund’s Governing Documents and
generally ranges from 0.70% to 1.25% of either a) commitments or b) net invested capital.
Management fee rates typically decrease after each relevant vehicle’s investment period
expires. The Management Fee payable for any payment period that is less than a complete
calendar quarter or year, as applicable, shall be calculated on a pro rata basis to reflect the
actual number of days during such payment period to which the Management Fee relates.
The Management Fee generally shall be assessed in addition to the amount committed by a

Limited Partner in a Fund. Cloverlay may decrease, or waive in whole or in part, the
Management Fee for any Limited Partner.

       In certain circumstances, Governing Documents of certain Funds permit Cloverlay to
waive the management fee. Certain waived portions of the Management Fee will be treated
by the Fund as a deemed capital contribution by the General Partner or its affiliate, which
will be effectively invested in the Fund and reduce the amount of capital such General
Partner or its affiliate would otherwise be required to contribute. The Limited Partners of
the Fund may be required to make a pro rata contribution to the Fund that would otherwise
be required of the General Partner or its affiliate in connection with such waiver.

        All fees are subject to negotiation, and existing and future Limited Partners may have
differing fee arrangements. It is critical that potential Limited Partners refer to the relevant
Fund’s Governing Documents for a complete understanding of how Cloverlay is
compensated for its advisory services. The information contained herein is a summary only
and is qualified in its entirety by such documents.

Organizational Fees and Expenses

       Each Fund shall be assessed charges payable to the General Partner as
reimbursement for organizational fees and expenses incurred in connection with the
creation of the Fund and, in certain cases, any affiliated entities. Each Fund is responsible
for the organizational fees and expenses incurred in connection with the creation of such
Fund, and the marketing and offering of interests in any such Fund and related General
Partner and other affiliated entities, including all legal, accounting and filing expenses,
printing costs, placement fees, travel and accommodation expenses (including placement
agent travel expenses), and other related fees and expenses (the “Organizational Expenses”).
Certain such expenses may be assessed in addition to the amount committed by a Limited
Partner in a Fund. The General Partner may decrease, or waive in whole or in part, the
Organizational Expenses for any Limited Partner.

Fund Expenses

        Except as may otherwise be expressly provided in the applicable Governing
Documents, each Fund shall pay its Management Fee and shall be responsible for paying or
reimbursing the General Partner directly for all out-of-pocket fund expenses (the “Fund
Expenses”), which the General Partner may decrease, or waive in whole or in part, for any
Limited Partner. Certain such expenses may be assessed in addition to the amount
committed by a Limited Partner in a Fund. Expenses and other cash outlay may be paid by
an affiliate of the Investment Manager or the General Partner on behalf of the Fund, whom

would then be reimbursed by the Funds and represent due to affiliate amounts. When such
liabilities arise, they are generally non-interest bearing.

       Unless decreased or waived by the General Partner, each Fund will be responsible for
paying all of its administrative, operating, offering and organizational costs of such Fund, the
Fund’s General Partner and affiliated entities, including, but not limited to:

           •   fees, costs, and expenses necessary to register or qualify the Fund under any
               applicable federal, state or foreign laws, and to maintain such registrations or
               qualifications, or to obtain or maintain exemptions under such laws;
           •   taxes or governmental charges, brokerage commissions, spreads and other
               fees, development fees, commissions, bank charges, transfer fees, registration
               fees, financing fees, interest, commitment fees, custody fees, leasing and
               servicing fees, advisory fees, management fees, lawyers’, accountants’,
               placement agents’, appraisers’, consultants’, experts’, brokers’, and other
               professional fees and costs, underwriting commissions and discounts, any fees
               assessed relating to tax preparation or review of tax materials, travel and
               accommodation expenses, research expenses, software related fees (including
               development and information services) and expenses, charges or fees
               incurred or payable in connection with the offering of Interests (defined
               below) or the identification, evaluation, acquisition, holding, sale or proposed
               sale, financing or refinancing of investments, whether or not consummated,
               entered into by the Fund directly or through an affiliated alternative
               investment vehicle or special purpose vehicle;
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Item 7 – Types of Clients

       Our Clients are the Funds and the Sub-Advised Fund. Investors in the Funds consist
primarily of various types of institutions, family offices, and high net worth individuals. Such
investors must meet the requirements for an “accredited investor” under the Securities Act
of 1933, as amended (the “1933 Act”) and a “qualified client” under the Advisers Act.

       As discussed in Item 4 – Advisory Business, Cloverlay provides investment
management services to the Funds, which are pooled investment vehicles exempt from
registration under the Investment Company Act of 1940, as amended (the “Act”).

        In no event should this Brochure be considered to be an offer of interests in a
Fund or relied upon in determining whether to invest. It is also not an offer of, or
agreement to provide, advisory services directly to any recipient. Rather, this Brochure
is designed solely to provide information about Cloverlay for the purpose of compliance with
certain obligations under the Advisers Act. To the extent that there is any conflict between
disclosures herein and similar or related disclosures in any Governing Documents, the
Governing Documents and other relevant organizational documents shall control.