Matterhorn Capital Advisors LLC

Item 5: Fees and Compensation
The Fund will pay Matterhorn a quarterly management fee, payable in arrears, calculated and accrued
quarterly, equal to 0.375% (i.e., 1.5% per year) of each Limited Partner’s capital account balance as of
the last day of such quarter (after all allocations of net profits and net losses have been made through
the end of such quarter and after taking into account the timing of all withdrawal and distribution
amounts paid during such calendar quarter). Management fee payments will be debited from each
Limited Partner's capital account as of the end of the quarter in which the management fee is paid. As
described in the Fund’s Limited Partnership Agreement, the management fee payable by the Fund for
any quarter shall be reduced by any corresponding management fee payable for such quarter by the
REIT to Matterhorn or the Fund’s General Partner.

If the General Partner of the Fund admits an investor as a Limited Partner of the Fund at other than the
first day of any quarter, or permits an investor to withdraw from the Fund at other than the last day of
any quarter, such investor will bear a prorated portion of the quarterly management fee based on the
number of days in the quarter in which such investor is a Limited Partner of the Fund. The General
Partner of the Fund reserves the right to reduce or waive the management fee payable by the Fund with
respect to any Limited Partner without the consent of, or obligation to provide notice or the same
reduction or waiver to, any other Limited Partner.

The Fund bears all of its operating expenses (collectively, the “Fund Expenses”) including (but not
limited to):

(1) management fees;

(2) fees paid to the Fund’s administrator;

(3) professional service fees including legal, compliance, audit, accounting, and tax preparation fees and
expenses, loan servicing fees paid to third party loan servicers;

(4) organizational and offering expenses;

(5) costs associated with the formation, operation, and administration of AIVs and Investment
Subsidiaries, including relating to licensure and net capital requirements;

(6) regulatory filing fees and costs of routine regulatory examination of the Fund;

(7) fees and expenses of consultants, advisors, and sub-advisers;

(8) distribution expenses, including “blue sky” costs, if any;

(9) valuation, market data, and software related expenses, including costs associated with news,
quotation, analytics, deal sourcing, deal tracking, communication tools and other information or pricing
services;

(10) insurance premiums;

(11) taxes imposed on the Fund by any governmental authority under current law, rules, and
regulations;

(12) expenses of the transfer, receipt, safekeeping, servicing, and accounting for the interests in the
Fund, and the Fund’s securities, cash, or other property;

(13) custodial fees;

(14) other fees and commissions and expenses directly related to the purchase and sale of investments
by the Fund;

(15) fees, costs, and interest due in respect of litigation involving the Fund;

(16) transaction expenses incurred in connection with any sale, transfer, disposition, or other capital
transaction, including a refinancing or recapitalization involving cash distributions to the Fund, involving
the investments;

(17) indemnification expenses and the Fund’s obligations with respect to the advancement of expenses;

(18) certain expenses associated with any non-routine regulatory inquiries or examinations of the Fund
and, in connection with the Fund’s affairs, the Fund’s General Partner, Matterhorn, or any of their
respective affiliates if the expenses would be indemnifiable if incurred by a person entitled to indemnity
from the Fund, or if they relate to certain regulatory proceedings of others;

(19) taxes imposed on the Fund by any governmental authority because of a change in law;

(20) fees and expenses of meetings of any Limited Partners;

(21) expenses relating to defaults by Limited Partners in their obligations under the Fund’s Partnership
Agreement or its Subscription Agreements, where such expenses are not otherwise allocated to and
satisfied by such defaulting Limited Partners;

(22) broken deal expenses such as those incurred with developing, researching, evaluating, structuring,
or negotiating investments which are ultimately not consummated by the Fund including (but not
limited to) costs of third-party research, reasonable travel, professional advisors (including attorneys,
accountants, and consultants) and other expenses incurred in sourcing activities related to specific
transactions that are worked on but never consummated;

(23) fees and expenses associated with LPAC meetings, including out-of-pocket expenses incurred by
attendees of such meetings (if any) and legal expenses incurred in connection with such meetings;

(24) reasonable fees in respect of trade associations joined by, and/or conferences attended by,
personnel of Matterhorn related to sourcing potential investment opportunities and managing the
Fund’s investment portfolio;

(25) travel, lodging, meals, and related expenses incurred in sourcing and researching potential
investment opportunities and managing the Fund’s investment portfolio; travel expenses and other due
diligence expenses incurred in researching potential investment opportunities and managing the Fund’s
investment portfolio: and

(26) other expenses incurred by the Fund by reason of the actions of Limited Partners which are not
reimbursed to the Fund by the applicable Limited Partner (or a person acting on such Limited Partner’s
behalf) (including by withholding against amounts otherwise distributable or payable by the Fund to
such Limited Partner), provided that such expenses would otherwise be subject to (and not excluded
from) indemnification under the terms of the Partnership Agreement if incurred by an indemnified
person.
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Item 7: Types of Clients
The firm serves two clients, the Fund (Matterhorn Capital Partners, LP) and the REIT (Matterhorn Capital
Partners REIT, LLC). The REIT was established by the Fund to hold qualifying real estate-related
investments. Prior to January 9, 2026, the REIT was wholly-owned by the Fund with the Fund owning
100% of the REIT’s common equity; however, beginning January 9, 2026, the REIT admitted preferred
shareholders. The Fund seeks to provide investors with exposure to structured real estate debt,
corporate debt, and tactical credit opportunities. The Fund seeks to offer its investors opportunities to
invest in structured real estate debt, corporate debt, and tactical credit.

The limited partnership interests (the “Interests”) of the Fund have not been registered with the SEC or
with any state securities commission or any other regulatory authority. Similarly, the Preferred Units of
the REIT have not been registered with the SEC or with any state securities commission or any other
regulatory authority. The Interests and Preferred Units are offered only to qualified investors in reliance
upon an exemption from the registration requirements of federal and state securities laws and cannot
be resold unless they are subsequently registered under such laws or unless an exemption from
registration is available.