Evolution Investment Management LLC

Item	5.		 Fees	and	Compensation

Each	Funds	pays	us	a	management	fee	at	the	beginning	of	each	calendar	quarter.	Those	fees	are
generally	equal	to	a	specified	percentage	(a	“Quarterly	Fee	Rate”),	multiplied	by	the	value	of	the
investors’	 capital	 commitments	 to	 that	 Fund	 during	 the	 Investment	 Period	 (generally	 three
years)	 and	 the	 investors’	 invested	 capital	 thereafter.	 Our	 Quarterly	 Fee	 Rate	 is	 0.375%	 per
quarter	(or	1.50%	per	year).

In	 addition,	 affiliates	 of	 Evolution	 are	 entitled	 to	 receive	 incentive	 or	 performance	 based
compensation	from	the	Funds	(“Incentive-Based	Compensation”)	in	the	form	of	a	carried	interest
distribution	 generally	 equal	 to	 20%	 of	 the	 investment	 proceeds	 distributable	 by	 the	 Fund	 in
excess	 of	 the	 capital	 invested	 by	 the	 Fund’s	 investors	 and	 their	 allocable	 share	 of	 fees	 and
expenses.	Such	carried	interest	will	only	be	payable	after	investors	receive	a	priority	return	or
performance	 hurdle	 of	 8%	 on	 all	 capital	 used	 to	 make	 realized	 investments	 and	 pay	 Fund
expenses.

Other	Expenses

Each	 Fund	 also	 pays	 all	 of	 the	 expenses	 of	 its	 administration	 and	 operation.	 These	 expenses
generally	include,	among	other	things:

     • interest	on	borrowings;
     • investment	transaction	costs;
     • bookkeeping,	accounting	and	audit	fees	and	expenses;
     • legal	fees;
     • expenses	that	we	incur	for	investment	research	and	due	diligence;
     • tax	preparation	fees;
     • other	professional	fees;
     • governmental	fees	and	taxes;
     • travel	and	travel-related	expenses	that	we	incur	in	connection	with	investment	activities
        (including	attending	professional	investment	and	industry	specific	conferences);
     • costs	of	reporting	to	investors;
     • cost	of	governance	activities	(such	as	obtaining	investor	consents);	and
     • all	other	reasonable	expenses	related	to	the	management	and	operation	of	the	Fund	or
        the	purchase,	sale	or	transmittal	of	Fund	assets,	all	as	we	determine	in	our	sole	discretion.

Each	Fund	also	bore	certain	costs	in	connection	with	its	organization	and	the	initial	offering	and
sale	of	ownership	interests	in	it,	and	each	Fund	also	continues	to	bear	the	costs	of	its	ongoing
offering	of	those	ownership	interests.

We	may	advance	costs	described	above	for	a	Fund	and	the	Fund	must	reimburse	us.	We	provide
office	personnel	and	space	required	for	the	performance	of	our	services	for	the	Funds.

Prepayment	of	Fees

As	 noted	 above,	 the	 Funds	 pay	 management	 fees	 to	 us	 quarterly	 in	 advance.	 If	 we	 were	 to
terminate	our	(or	our	affiliate’s)	status	as	general	partner	or	investment	manager	of	a	Fund	at	a
time	 other	 than	 as	 of	 the	 end	 of	 a	 quarter,	 we	 would	 refund	 to	 the	 Fund	 a	 portion	 of	 the
management	fee	that	was	paid	at	the	beginning	of	the	termination	quarter,	prorated	based	on	the
number	of	days	remaining	in	that	quarter.

Item	7.		 Types	of	Clients

Evolution	 provides	 investment	 advisory	 services	 to	 pooled	 investment	 vehicles	 operating	 as
private	investment	funds.

Generally,	investors	in	the	Funds	are	required	to	be	“accredited	investors”	within	the	meaning
set	forth	in	Rule	501(a)	of	Regulation	D	under	the	Securities	Act	and	“qualified	clients”	as	defined
in	 Rule	 205-3	 under	 the	 Advisers	 Act.	 Each	 Fund	 imposes	 certain	 minimum	 investment
requirements	and	investor	eligibility	criteria,	which	are	detailed	in	each	Fund’s	offering	materials
and	other	governing	documents,	which	are	furnished	to	each	investor.