Fisher Lynch Capital LLC

Item 5 – Fees and Compensation

       A.     Compensation and Fee Schedules

All investors and prospective investors should review the Governing Documents of each
Fisher Lynch Fund in conjunction with this brochure for complete information on the
fees and compensation payable with respect to a particular Fisher Lynch Fund. Fisher
Lynch and/or an affiliate generally receives an advisory fee from each Fisher Lynch Fund,
as well as certain allocations calculated and charged based on a share of capital gains on
(or capital appreciation of) the assets of such Fisher Lynch Fund (“Carried Interest”).
Different Fisher Lynch Funds may be subject to different management fees and
performance-based compensation arrangements. Fees are typically waived or reduced
with respect to amounts invested by Fisher Lynch or its related persons. Investors and
prospective investors in each Fisher Lynch Fund should note that similar advisory
services may (or may not) be available from other investment advisers for similar or
lower fees. All Fisher Lynch Funds are “qualified purchasers” as defined in Section
2(a)(51) of the Investment Company Act of 1940, as amended (the “Company Act”), and
therefore Fisher Lynch has not included specific fee information in this Brochure;

investors and prospective investors should refer instead to the Governing Documents of
the applicable Fisher Lynch Fund.

The Carried Interest is charged in respect of investors in Fisher Lynch Funds who are
“qualified clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as
amended (the “Advisers Act”).

       B.      Deduction of Fees; Timing of Payments; Termination

As a general matter, Fisher Lynch is authorized under the Governing Documents to
charge and deduct advisory fees directly from the Fisher Lynch Funds. Payment of
advisory fees are generally made quarterly in advance in accordance with the terms of
the Governing Documents. Please refer to the Governing Documents of each of the
Fisher Lynch Funds for complete information on the timing of advisory fee payments.

Upon termination of any investment management agreement, any prepaid, unearned
fees will be promptly refunded (determined on a pro rata basis based on the number of
days elapsed in the applicable payment period), and any earned, unpaid fees will be due
and payable.

       C.      Other Fees and Expenses

Each private investment fund in which a Fisher Lynch Fund acquires an interest will
generally bear fees and expenses associated with its investment program. In addition,
in certain cases (which are generally expected to be uncommon), such funds may also
pay advisory fees and/or performance-based compensation payable to an investment
adviser and/or general partner that is not affiliated with Fisher Lynch.

In addition to the advisory fees and performance-based compensation payable to Fisher
Lynch, each Fisher Lynch Fund will incur certain charges, fees, expenses and other
amounts relating to the costs of organizing and/or operating, or otherwise related to or
in respect of, the applicable Fisher Lynch Fund. These amounts include (but are not
limited to) accounting fees, banking fees, brokerage fees, government fees, insurance
charges, interest expense, investor relations expenses, legal fees, taxes, and various
other fees and expenses attributable to, resulting from, or otherwise in respect of the
activities of the Fisher Lynch Fund. The following is a general description of the types of
other fees and expenses that could be charged. The specifics of such amounts vary
based on the applicable Fisher Lynch Fund’s Governing Documents.

The Fisher Lynch Funds will bear, directly or through reimbursement of the Firm or its
affiliates, all of the costs and expenses related to the organization of the Fisher Lynch
Funds and Fisher Lynch Funds’ general partners (and their related entities including the
general partners of the general partners).

The Fisher Lynch Funds (including any subsidiaries, AIVs, or other vehicles through which
it will make investments) will be responsible for expenses incurred by the Fisher Lynch
Funds, including (as more fully defined in the applicable Fisher Lynch Funds’ Governing
Documents) but not limited to: organizational expenses; the management fee; any
placement fees; any taxes, fees, or other governmental charges that may be levied or
assessed against the Fisher Lynch Funds and all expenses incurred in connection with
any tax audit, investigation, settlement, or review of the Fisher Lynch Funds; all
expenses incurred in connection with the business, affairs, and operations of the Fisher
Lynch Funds, including the sourcing, due diligence, purchase, acquisition, holding,
monitoring, refinancing, transfer, or sale of any actual or prospective portfolio
investment (whether or not consummated and including “broken-deal” fees and
expenses).

The Fisher Lynch Funds will be responsible for third-party costs and expenses. Such
expenses will result in greater expense to the investors than if investors were able to
invest directly in portfolio companies without the assistance of the Fisher Lynch Funds’
general partners or the Fisher Lynch Funds. Fees and expenses of the Funds will
generally be paid regardless of whether the Funds produce positive investment returns.

As described more fully in the Governing Documents of the applicable Fisher Lynch
Fund, each of the Fisher Lynch Funds’ general partners and the Firm generally is
responsible for its own day-to-day operating expenses, such as compensation of its staff
and the cost of office space, office equipment, communications, utilities, and other such
normal overhead expense.

Compensation and expenses paid to Fisher Lynch for investment advisory services to the
Fisher Lynch Funds are separate and distinct from the advisory fees, performance-based
compensation and expenses charged by the independent investment advisers or general
...

Item 7 – Types of Clients

       A.     Types of Clients and Investment Vehicles

Fisher Lynch provides advice to pooled investment vehicles, including the Fisher Lynch
Funds. The limited partners of the Fisher Lynch Funds may include corporations,
governmental bodies or agencies, trusts, estates, individuals, pension funds,
endowments, foundations, family offices, and financial institutions.

Fisher Lynch or its related entities may establish certain vehicles (“Feeder Funds”) to
address certain tax, legal, regulatory and/or business concerns. Each Feeder Fund, if
formed, would be a limited partner of a Fisher Lynch Fund and interests in such Feeder
Fund would be held by the investors who elect to participate in the Fisher Lynch Fund
through such Feeder Fund. In addition, Fisher Lynch may form alternative investment
vehicles, parallel funds or special purpose vehicles (collectively, “AIVs”) formed for the
purpose of facilitating certain investments by one or more Fisher Lynch Funds and/or
investors. Prospective investors are requested to refer to the Governing Documents of
the applicable Fisher Lynch Fund for complete details on any Feeder Fund established by
such Fisher Lynch Fund and such Fisher Lynch Fund’s ability to make investments
through AIVs.

       B.     Minimum Investment Requirements

Fisher Lynch and its related entities generally require that each limited partner in each
of the Fisher Lynch Funds be an “accredited investor” as defined in Regulation D under
the Securities Act of 1933 (the “Securities Act”), a “qualified client” as defined in Rule
205-3 under the Advisers Act and a “qualified purchaser” as defined in Section 2(a)(51)
of the Company Act.

In general, the minimum investment commitment required of a limited partner to
participate in a Fisher Lynch Fund is $1 million; however, the general partner of each
Fisher Lynch Fund has discretion to increase or reduce the minimum investment
commitment. Investors are requested to refer to the Governing Documents of each of
the Fisher Lynch Funds for complete information on advisory fees and minimum
investment requirements for participation in a particular Fisher Lynch Fund.