Oberland Capital Management LLC

Item 5:         Fees and Compensation

Certain Funds pay a management fee to the Adviser at the beginning of each calendar quarter. Such fees
are calculated as of the first day of each quarter and are not subject to adjustment during that quarter.
Management fees may be reduced during the life of the Fund. The fee is set forth in the applicable
organizational documents. In addition, the general partners of certain Funds, which are affiliates of the

Adviser, will be allocated a portion of profits or net gains should certain performance thresholds be met
(“Performance-Based Fees”). The fee structures described herein may be modified from time to time.
Fees may differ from one Fund to another, as well as among investors in the same Fund. Management
fees are payable quarterly in advance. Upon termination of an advisory agreement, management fees
that have been prepaid are generally returned on a prorated basis.

Detailed information regarding the fees charged to the Funds is provided in each Fund’s Confidential
Private Placement Memorandum and other organizational documents. In addition to management and
incentive fees, limited partners will bear indirectly the fees and expenses charged to the Funds. Those
fees and expenses will vary, but typically will include fees associated with making or selling portfolio
investments, legal, travel (including charter or private air travel charged at first class rates) reporting and
accounting fees, taxes, interest on borrowed monies, commissions and brokerage fees, registration
expenses, fees to government regulatory agencies, costs associated with due diligence (including third-
party diligence software and service providers), out-of-pocket expenses relating to the development,
acquisition, holding and disposition of Portfolio Investments, the cost of directors’ and officers’ liability
insurance, indemnification expenses, custodian fees and other expenses such as litigation expenses,
broken deal expenses, or expenses relating to developing and maintaining artificial intelligence tools and
systems. Investors should review all fees charged by the Adviser, its affiliates, and others to fully
understand the total amount of fees to be paid by the Funds and, indirectly, their limited partners.

The SMA pays such fees and expenses as set forth in the advisory agreement with the underlying client.
Such fees and expenses may vary from those borne by the Funds.

Allocation of Expenses

From time to time the Adviser will be required to decide whether certain fees, costs and expenses should
be borne by the Adviser, a Client, a portfolio investment, co-investors and/or a third-party (each, an
“Allocable Party”) and if so, how such fees costs and expenses should be allocated among the relevant
Allocable Parties. Certain fees, costs and expenses may be the obligation of one particular Allocable Party
and may be borne by such Allocable Party or, fees, costs and expenses may be allocated among multiple
Allocable Parties. The Adviser allocates fees, costs and expenses in accordance with a Client’s
organizational documents or, in the case of the SMA, the advisory agreement with the underlying Client.
Typically, where fees, costs and expenses are incurred for the benefit of one Allocable Party, (for instance,
with respect to a feeder fund created for the benefit of certain Fund investors), the Adviser will allocate
100% of such fees, costs and expenses to such Allocable Party, subject to the terms of the organizational
documents and the discretion of the Adviser. Similarly, to the extent fees, costs and expenses are incurred
in connection with regulatory, tax, accounting, marketing or similar requirements applicable to a
particular Allocable Party, the Adviser will typically allocate 100% of such fees, costs and expenses to such
Allocable Party subject to any requirements in the organizational documents and the discretion of the
Adviser. To the extent not addressed in the organizational documents of a Client, the Adviser will make
allocation determinations among Allocable Parties in a fair and reasonable manner using its good faith
judgment, notwithstanding its interest (if any) in the allocation (which such methodologies may include

pro rata allocation based on the respective capital commitments of a Client, pro rata allocation based on
the respective investment (or anticipated investment) of an Allocable Party in an investment, relative
benefit received by an Allocable Party, or such other equitable method as determined by the Adviser in
its sole discretion, which may include an equal split of costs among Allocable Parties) and these methods
will vary depending on the type of expense. The Adviser may make corrective allocations and take
mitigating steps if it determines in its sole discretion that such corrections or steps are necessary or
advisable. Notwithstanding the foregoing, the portion of an expense allocated to a Client for a particular
service will not always reflect the relative benefit derived by such Client from that service in any particular
instance and the Adviser may determine an allocation of expenses to be equitable even where a Client is
required to bear more than its proportional share of such fees or expenses relative to other Allocable
Parties receiving the same service or participating in the same transaction. Also, the consideration of
which Allocable Party will bear an expense is in certain circumstances expected to result in the Adviser
determining that it is equitable for a Client to bear more than its pro rata portion of certain fees, costs
and expenses (including Dead Deal Costs). This Adviser discretion in making such determination creates
a potential conflict of interest as the Adviser may have an incentive to allocate expenses to a particular
Client over another Client or other co-investor. In addition, a Client will bear more or less of a particular
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Item 7:         Types of Clients

Oberland currently provides investment supervisory services to the Funds. Investment advice is provided
directly to the Funds (subject to the direction and control of the general partner of each such Fund, if
applicable) and not individually to investors in such Fund.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the 1940 Act. Investors in the Funds are generally “qualified purchasers” as defined in
the 1940 Act, and may include, among others, pension plans, private investment funds, trusts,
corporations, high net worth individuals and endowment funds.

The Adviser does not have a minimum size for a Fund, but minimum investment commitments may be
established for investors in the Funds. The general partner of each Fund may in its sole discretion permit
investments below the minimum amounts set forth in the organizational documents of such Fund.

Oberland also provides investment advisory services to an institutional client via the SMA. Such client is
an “accredited investor” within the meaning of the Securities Act. Oberland does not have a minimum
size for a separate account arrangement.