Elkwater Capital Management LLC

Item 5 Fees and Compensation

Asset Management Fees
Pursuant to an investment advisory contract signed by each client, the client will pay Elkwater an
annual management fee shown in the table below, payable quarterly in advance, based on the
market value of portfolio assets of the account managed by the Advisor as of the opening of
business on the first business day of each quarter. New account fees will be prorated from the
inception of the account to the end of the first quarter.

 Assets Under Management:           Annual Fee:
 Up to $10 million                    1.20 %
 $10,000,001 to $25 million           1.00 %
 Over $25 million                     0.80%

These fees may be negotiated at the sole discretion of the Advisor. Asset management fees will
be directly deducted from the client account on a quarterly basis by the qualified custodian. The
client will give written authorization permitting the Advisor to be paid directly from their account
held by the custodian, and the custodian will send a statement at least quarterly to the client.

Where it is not feasible to deduct fees directly from the client’s account, an invoice will be prepared
and delivered to the client at the beginning of the quarter, which is payable on receipt by the client.

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Client is responsible for all custodial and securities execution fees charged by the custodian and
executing broker-dealer. The Advisor’s fee is separate and distinct from the custodian and
execution fees.

Elkwater’s management fee is payable in advance. Upon termination, any fees paid in advance
will be prorated to the date of termination and any unearned fees will be refunded to client.

Neither Elkwater nor its supervised persons accept compensation for the sale of securities or other
investment products, including asset-based sales charges or service fees from the sale of mutual
funds.

Item 7 Types of Clients

The Advisor will offer its services primarily to private funds.

The Advisor’s cumulative minimum account requirement for opening and maintaining an account
is $1,000,000. However, based on facts and circumstances the Advisor may, at its sole discretion,
accept accounts with a lower value.

Investors in the Funds managed by Elkwater meet the definition of verified Accredited Investors
as defined in Section 506(c) of the Securities Act of 1933.