Cottonwood Ventures LLC

Item 5 – Fees and Compensation
How You’re Charged and How We’re Compensated

Asset Management Programs
Clients who elect to receive asset management services through one or more of Cottonwood Capital
Advisors’ asset management programs will generally pay Cottonwood Capital Advisors and their advisor
for those services with an annual asset management fee based on a percentage of assets under
management, including cash and money market positions. The maximum account management fee that
can be charged in any of our firm’s managed account program is listed in the fee schedule below.
Certain managed account programs have lower maximum annual fee amounts, and fee schedules will
vary among programs. Clients are urged to carefully review and discuss the contents of this Brochure
with their advisor, including descriptions of the various programs and services offered, the fees and
charges clients will pay, the means by which Cottonwood Capital Advisors and your advisor are
compensated, and the conflicts of interest that exist between the client and Cottonwood Capital
Advisors and your advisor in respect to each program or service offered, to determine the most
appropriate programs or services for your specific needs.

PPS Program Fee Schedules

PPS Custom Program
Cottonwood Capital Advisors’ typical fee schedule within the PPS Custom program is as follows:

               Account Value                                   Management Fee
               First $250,000                                      1.50%
               Next $250,000                                       1.30%
               Next $500,000                                       1.10%
               Next $500,000                                       0.90%
              Next $1,500,000                                      0.70%
              Next $2,000,000                                      0.50%
              Next $2,000,000                                      0.30%
              Next $3,000,000                                      0.20%
             Above $10,000,000                                     0.10%

In addition to the annual management fee, and unless otherwise agreed between the client and the
advisor, clients participating in the PPS Custom Program will pay transaction charges as described in the
“Other Fees and/or Costs” section below.

Clients participating in the PPS Custom Program may pay more or less than clients might otherwise pay
if purchasing the services separately. There are several factors that determine whether such costs would
be more or less, including, but not limited to, the following:

    •   Size of the account
    •   Types of securities and strategies involved
    •   Amount of trading effected by the advisor
    •   Actual costs of such services if purchased separately

The advisory fees charged for the services provided by Cottonwood Capital Advisors, including research,
supplemental advisory, and client-related services offered through the PPS Custom Program may exceed
those of other similar programs.

PPS Select Program
Clients participating in the PPS Select Program will pay a total account fee that consists of a combination
of an advisor fee and a program fee.

The maximum allowable advisor fee in the PPS Select Program is as follows:

In addition to the annual advisor fee, all clients participating in PPS Select will pay an annual program
fee. There are several different PPS Select model portfolios with program fees that vary; however, the
maximum fee within the PPS Select program is as follows:

 The maximum annual advisor fee for certain account sizes and types may be negotiated.

 Commonwealth will charge a minimum annual program fee of $600 ($150 quarterly) for certain accounts, which
may exceed the maximum annual program fee percentage based on account size.

All Cottonwood Capital Advisors advisory program fees are negotiable. Program and/or platform fees (if
applicable), transaction charges and other account-related fees assessed by the account custodian or
Commonwealth are not negotiable. Cottonwood Capital Advisors may waive all or a portion of the
advisory program and/or platform fee, whether on an ongoing or a one-time basis, in its sole discretion.
In the event a client terminates an advisory agreement with Cottonwood Capital Advisors, any unearned
fees resulting from payments made by clients in advance will be refunded to the client. Likewise, in the
event Cottonwood Capital Advisors bills clients in arrears for services that have already been rendered,

Cottonwood Capital Advisors will prorate such fees up to the termination date of the advisory
agreement.

Commonwealth performs fee billing on our firm’s behalf. In most cases, the annual account
management fees are payable quarterly in advance and are computed as one-quarter of the annual fee
based on the account’s AUM on the last business day of the previous calendar quarter. In limited cases,
clients will pay an annual flat dollar fee, payable quarterly in advance.

To the extent that you hold positions in your account for which pricing data is not readily available,
Commonwealth receives quarter-end values from alternative investment issuers or other service
providers which are used when calculating billable AUM for our clients. Neither Cottonwood Capital
Advisors nor Commonwealth engages in an independent valuation of your account assets and relies on
valuations provided by the investment issuers or other service providers. Cottonwood Capital Advisors
(via Commonwealth and further via the account custodian) will provide periodic account statements
which include the market value of the alternative investment based on information received from the
investment issuer or other service provider. In providing these account statements, or any other
valuation information to you, (i) Cottonwood Capital Advisors relies on the valuation information
...

Item 7 – Types of Clients
Cottonwood Capital Advisors generally provides advisory services to the following types of clients:

    •   Individuals (other than high net worth individuals)
    •   High net worth individuals
    •   Pension and profit-sharing plans

    •   Charitable organizations
    •   Other investment advisers
    •   Corporations or other businesses not listed above
    •   Private funds