Cornwall Capital Management LP

Item 5. Fees and Compensation
Cornwall’s advisory fees that are applicable to the Private Funds are set forth in detail in each
Fund’s respective offering documents. In general, Cornwall collects an annual 2% management
fee based on the value of the Private Funds’ net assets and the General Partner generally receives
an incentive fee or allocation equal to 20% of the net profits annually including unrealized gains
and losses, if any, subject to a loss carry forward provision. The management fee is paid monthly
in advance while incentive fees or allocations are paid or allocated annually, or, where applicable,
at the time of a withdrawal, redemption or distribution of capital. Investment management fees
and performance-based compensation (if applicable) are deducted from the Private Funds’
accounts by such Fund’s administrator upon receiving proper instructions from Cornwall. In
general, if management fee has been paid in full in advance for the period in which an investor has
withdrawn or redeemed its investment in such Private Fund, the applicable portion of such
management fee paid relating to the portion of the period after such termination, withdrawal, or
redemption may be returned or credited to the client or to the withdrawing or redeeming Fund
investor, subject to the actual terms of the applicable Governing Document; however, the
Governing Documents typically do not permit a termination, withdrawal, or redemption mid-
period.

Cornwall may in its sole discretion waive or reduce the management and incentive fees or
allocations paid to it or the General Partner on a case-by-case basis. Under certain circumstances
Cornwall may enter into side agreements with specific investors that may provide for different fee
arrangements, withdrawal rights, access to information about the Private Funds’ investments, or
other matters relating to an investment in the relevant Fund.

In addition to management and incentive fees, the Private Funds will pay other types of expenses
in connection with Cornwall’s advisory services, which will vary, but typically will include legal,
accounting, tax preparation and tax-related expenses, auditing or other professional fees,
investment expenses such as brokerage commissions and other transaction costs, research
expenses, investment-related travel expenses, computer software and systems and related
technology services, interest on margin accounts and other indebtedness, administration fees,
custodial fees, bank service fees and other reasonable expenses related to the purchase, sale or
transmittal of assets. Please refer to Item 12 of this Brochure for a discussion of Cornwall’s
brokerage practices, including the factors that Cornwall considers in selecting or recommending
broker-dealers to execute the Private Funds’ transactions and determining the reasonableness of
the compensation (e.g., commissions) paid to broker-dealers that may be relevant to this discussion
of fees.

Investors in the Private Funds will indirectly bear a portion of the fees and expenses charged to or
incurred by the Private Funds and, consequently, should review all disclosures regarding the
relevant Fund’s fees and expenses in the offering documents to understand the costs associated
with their investment in a Fund. The annual expenses of the Private Funds will be set forth in each

Fund’s annual audited financial statements, which will be provided to all investors.

Cornwall may also charge portfolio companies transaction fees, break-up fees, set-up fees,
advisory fees, acquisition fees, financial fees, consulting fees, monitoring fees, commitment fees,
and other similar fees for services provided. The receipt of such fees from portfolio companies
creates a potential conflict of interest as it may create an incentive for Cornwall to take or not take
certain actions or make or not make certain recommendations with respect to such portfolio
companies, which may conflict with the best interests of the Private Funds, in order for Cornwall
to receive or continue receiving such fees. Additionally, such fees charged to portfolio companies
increase their operational expenses, which may ultimately have the effect of reducing the value of
a Private Fund’s investment in a portfolio company.

Item 7. Types of Clients
Cornwall provides discretionary investment advice to pooled investment vehicles that operate as
private investment funds and does not impose any minimum account requirements on such clients.
The Private Funds, however, generally impose minimum investment and/or account requirements
on their investors and require investors to satisfy certain suitability standards. Details concerning
applicable suitability criteria are set forth in the respective Fund’s offering memorandum and
subscription application materials.