Cumberland Hill Capital Management LLC

Item 5 - FEES AND COMPENSATION
Until an Investor Member achieves Full Payout, the Company shall pay to the Manager a participation amount
(the “Participation Amount”), payable at the end of each month, of such Investor Member’s pro rata share

Cumberland Hill Capital Management LLC                                                              Page 4 of 14

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(based upon the initial capital contributions) of the prior month’s investment proceeds, net of collection
agency servicing fees and expenses with respect to the applicable investments.

After the Investment Period (unless the Manager determines to make distributions at an earlier date, in which
case such distributions shall remain eligible for reinvestment), available proceeds shall be apportioned among
the Investor Members in proportion to their capital contributions and then further apportioned between
each Investor Member and the Manager as follows:

First, 100% to such Investor Member until such Investor Member has received a return of its original capital
contribution ("Full Payout”);

Thereafter, 80% to such Investor Member and 20% to the Manager.

Fees and compensation to CHCM (or the Manager) from the private fund it manages is outlined in the
respective Private Placement Memorandum as well as the Advisory Contracts between the client and the
Firm. To the extent that a Fund does not have revenues sufficient to pay the Participation Amount, and the
Fund pays the Participation Amount, such payment might be an additional use of proceeds and would reduce
the amount available for investment. In its discretion, the Manager may waive or defer collection of such
participation amounts for any period of time.

The Company shall pay or reimburse the Manager for all expenses incurred in connection with evaluating,
making, holding, and disposing of the Company’s investments and with the formation and operation of the
Company. Participation Amounts shall not be offset by any expenses paid by the Company.

Item 7 - TYPES OF CLIENTS
CHCM provides investment supervisory services on a discretionary basis to private funds consisting of limited
liability companies (“clients”). Investors in the Funds must be “accredited investors” or a “qualified clients”
within the meaning set forth under the federal securities laws.

REQUIREMENTS FOR OPENING AN ACCOUNT
Prior to investing in a Fund, a potential investor must complete and sign a subscription agreement as well as
an agreement of the limited liability company. The minimum investment amount for a Fund investor is
$250,000. This minimum is negotiable at the sole discretion of the Manager.

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ADV Part 2A

Prior to investing in a Fund, a potential investor must complete suitability paperwork and sign an advisory
agreement. The minimum investment amount for a Fund is $5,000,000. This minimum is negotiable at the
sole discretion of the Firm.