DF Investment Manager LLC

Item 5: Fees and Compensation
The following is a general description of the fees, compensation, and other expenses of the Funds. The
Governing Documents generally will describe fees, compensation, and expenses in greater detail. The
investors of each Fund should refer to such Governing Documents of the applicable Fund for a complete
understanding of how Peachtree Group is compensated for its Advisory Services.

How Peachtree Group is Paid

Peachtree Group receives compensation from Clients equal to a fixed percentage up to two percent (2%) per
annum of the aggregate amount of invested capital allocable to assets owned by the Clients (the “Management
Fee”). Invested capital means the sum of all capital contributions made by the limited partners of each Client
and either (i) the aggregate amount of the Client’s capital contributions allocated to investments that have not
been disposed of (and, in the case of any partial disposition of an investment, the invested capital attributable to
investment shall be reduced by the amount of capital contributions attributable to the portion investment that has
been disposed of), or (ii) used to fund Client expenses that are properly allocable to such Client’s investments in
accordance with the terms of a Client’s Governing Documents.

Peachtree Group and/or the General Partner, in its sole discretion, has the right to waive, reduce, or modify,
at any time and from time to time, all or part of the Management Fee with respect to one or more members
or limited partners of the Funds (collectively, the “Limited Partners”).

Transaction Fees

The General Partner (or an affiliate thereof) may from time to time receive certain monitoring fees,
consulting fees, closing fees, investment banking fees, director’s fees, transaction fees, management
contract termination fees, acceleration fees, financing fees, corporate service fees, commitment fees,
professional services fees, advisory fees, break-up fees, and certain other fees from the Funds or proposed
opportunities for new pooled investment vehicle (collectively, the “Transaction Fees”).

The obligation to pay the Management Fee will not be reduced or offset by any such Transaction Fees, as
set forth in the Governing Documents. The Funds’ share of any of the Transaction Fees shall be allocated
among the Limited Partners in proportion to their relative sharing percentages in the Fund with respect to
which such Transaction Fees are attributable, and the amount so allocated to each Limited Partner shall be
credited against the Management Fees payable with respect to such Limited Partner.

Carried Interest

Subject to the terms and conditions set forth in Governing Documents, the General Partner or an affiliate
of Peachtree Group is generally entitled to receive an incentive distribution of twenty percent (20%) (and
sometimes more, depending on the fee structure) of Distributable Proceeds, as such term is defined in the
Governing Documents (“Carried Interest”). The Carried Interest distribution is subject to Limited Partners
receiving a return of all funded capital commitments and a preferred return on such amount at the rate set
forth in the Governing Documents (the “Preferred Return”).

Distributions may consist of cash, securities or other assets of the Fund; provided that, except (i) for
distributions that the General Partner has offered each Limited Partner the right to receive in the form of net
proceeds, if any; or (ii) with the consent of the General Partner or any advisory committee established by the
Fund under the Governing Documents, prior to the dissolution of the Fund, distributions to the Limited

Partners will only be in the form of cash or marketable securities.

The Fund is expected to make cash distributions to the General Partner in an amount sufficient to pay the
General Partner’s income taxes on income allocated to the General Partner for tax purposes on account of
its Carried Interest, as described in the Governing Documents.

The General Partner, in its sole discretion, has designated and may in the future designate certain third parties
that are exempted from all or some portion of the Carried Interest.

Other Fees and Expenses

Each Limited Partner will be responsible for its pro rata share of the expenses incurred in the formation of
the Fund and its affiliates and the offering of interests, including, without limitation, fees and expenses of
attorneys, accountants, and printing costs. Any such payments in respect to these organizational expenses
will reduce the Limited Partner’s uncalled capital commitment. Each Limited Partner is solely responsible
for their own personal legal and tax expenses.

Peachtree Group shall be responsible for the routine operating expenses and overhead costs incurred, such
as compensation of staff, cost of office space and office equipment, communications and utilities
infrastructure such as telephones and internet costs, and other such normal overhead expenses. The Funds
and their investors will bear the expenses of the applicable legal, accounting, and other specialized
consulting or professional services that Peachtree Group would not normally expect to render with its own
professional staff. Further, the Funds and their investors shall be responsible for all other expenses of their
respective Fund(s) and any subsidiary of the Fund(s) including, but not limited to, all expenses incurred in
connection with the Fund’s operations, such as costs and fees relating to the preparation of financial and
tax reports, accounting and consulting fees, portfolio valuations, regulatory compliance and any associated
filings, the cost of litigation, prosecution, or defending any legal action for or against the Fund, the General
Partner, Peachtree Group, or their affiliates, insurance expenses, expenses of winding-up, liquidating, and
dissolving a Fund, and any and all administrative fees and custodial fees, including all expenses authorized
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Item 7: Types of Clients
Peachtree Group will provide Advisory Services to the Funds, which are its only Clients. Interests in the
Funds are offered privately in accordance with exemption provisions provided generally under the
Investment Company Act of 1940, as amended, to a limited number of sophisticated investors, including
institutional investors and individuals who qualify to invest in the Funds because they have sufficient
income and/or net worth.

Peachtree Group typically imposes a minimum investment requirement in connection with investing in a
Fund. This minimum investment requirement varies and is dependent on certain factors such as the size of
the Fund, among others. Investment minimums may be waived at the discretion of the General Partner.