Dorchester Capital Advisors LLC

Item 5. - Fees and Compensation
For its services to each Dorchester Fund (other than to DPE, which has waived its fees going
forward, or for CC OLF 2, LLC which charges no management fees) DCA is entitled to receive
management fees. Each relevant Dorchester Fund’s management fees are payable quarterly in
advance.

The management fee payable to DCA by DSO II for each calendar quarter has been reduced to a
flat $20,000 per year (charged quarterly), starting January 1, 2021. This is a substantial reduction
of the previous rate of one-fourth of 1.00% of the amount of all capital contributions used by DSO
II to make investments or committed, as evidenced by a written contract, letter of intent or heads of
agreement, for making investments or meeting capital calls with respect thereto, less write-offs and
write downs, determined by reference to the income tax basis of the investment (“Invested Capital”).

Beginning in 2023, Fund V is now in the “Harvest Period”. During the Investment Period, the
Management Fee payable to DCA by Fund V for any calendar quarter is one-fourth of 1.00%
(0.25%) of each Fund V’s limited partners’ capital commitment. Thereafter, the management fee
for any calendar quarter is one-fourth of 0.75% (0.1875%) of Fund V’s limited partner’s capital
account balances as of the last day of the prior calendar quarter, except that, after the date which is
the fifth anniversary of the July 1, 2020 last closing, the management fee for any calendar quarter
will be 0.125% of each DCS V or DCS Offshore V limited partner’s capital account balance as of
the last day of the prior calendar quarter.

Fund VI offers several different Management Fee terms, depending on the size and timing of the
limited partners’ capital commitment. During the Investment Period, there are two components of
Management Fees: (1) a quarterly management fee of one-fourth of 0.50% (0.125%) based on the
limited partners’ unfunded capital commitments, and (2) a quarterly management fee of one-fourth
of 1.00%, 1.25% or 1.50% (depending on amount and timing of their capital commitments) based
on the net asset value of the limited partners’ capital account as of the last day of the prior calendar
quarter. Thereafter, the management fee for any calendar quarter is one-fourth of 1.25% (0.3125%)
of the net asset value of the limited partners capital account, except that after the quarterly period

during which the anniversary date (five years from final close) occurs, the management fee will be
equal to one-fourth of 0.50% (0.125%) of the net asset value of the limited partners’ capital account
as of the last day of the prior calendar quarter.

ADJ charges no management fee on uncalled capital, but quarterly charges one-fourth of 1.00% on
the limited partners’ capital account balances as of the last day of the prior calendar quarter.

Management fees are pro-rated for quarters of less than three calendar months. Each limited partner
of a Dorchester Fund generally bears its pro rata share of the management fees paid by that
Dorchester Fund to the relevant Advisor. In addition, if limited partners are admitted to a
Dorchester Fund other than the first day of calendar quarter, or after the initial closing date of a
Dorchester Fund, the relevant Advisor may charge an additional management fee for such calendar
quarter and/or otherwise adjust allocations to the partners of that Fund.

The management fee with respect to any limited partner of a Dorchester Fund may be and, in certain
cases, has been waived or modified in whole or in part by the relevant Advisor, in its sole and
absolute discretion.

As Dorchester’s terms allow for charging management fees quarterly in advance, we typically
start with a conservative estimate. Such estimate is generally calculated by the Accounting
Director based on the prior quarter figures (Commitment and/or NAV, as appropriate). This
payment is generally made in the first couple weeks of the quarter. The “true-up” of the quarter’s
management fee is finalized after closing the prior quarter’s books and is generally paid in third
month of each quarter (management fees are reconciled with fund administrator books, where
applicable).

In addition to management fees, Dorchester is entitled to a distribution of profits (a “Carried
Interest”) from each Dorchester Fund, other than DCCOO and CC OLF 2, LLC. The Carried
Interest is payable to DCA only after payment to the limited partners of a return of capital
contributions, plus a specified rate of return. The specified rates of return range from generally 7%-
10%, depending on each fund’s fund documents. After payment of the specified return to limited
partners, for the ADJ and DCS VI funds DCA receives 80% of the distributions until it has received
20% of the aggregate amounts distributed to the limited partners. For all other Funds, DCA receives
100% of the distributions until it has received an amount ranging from 10%-20% of the aggregate
amounts distributed to the limited partners. Thereafter, the limited partners and DCA share in the
profits in specified percentages. DCA’s share ranges from 10%-20% of the profits. Upon
dissolution of a DCA Fund, DCA is required to restore funds to the relevant Dorchester Fund to the
extent that DCA has received cumulative Carried Interest distributions in excess of the amount that
DCA was entitled to receive on a cumulative basis (with a netting of gains and losses), provided,
that in no event is DCA required to restore more than the cumulative distributions received by it
with respect to its Carried Interest net of tax liabilities incurred by DCA and its members with
respect to such distributions. For DPE, the specified rate of return is 8% and DCA’s distribution
and profits percentage is 10%. For DSO II, the specified rate of return is 8% and DCA’s distribution
and profits percentage is 15%. For the Secondaries Funds, other than the VI Funds, the specified
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Item 7. - Types of Clients
DCA or the VI GPs are the general partner of each Dorchester Fund pursuant to the organizational
documents of each Dorchester Fund. See Item 4, above.

Each investor in a Dorchester Fund generally must be (1) an “accredited investor,” as defined in
Regulation D under the U.S. Securities Act of 1933, as amended (the “1933 Act”) and (2) a
“qualified purchaser” under the U.S. Investment Company Act of 1940, as amended (the “1940
Act”), and the rules thereunder.

Each open Dorchester Fund also has a minimum required investment amount of at least $2,000,000,
which amount may be and, in certain cases, has been waived by Dorchester in its sole and absolute
discretion.