Red Iron Group Management LLC

Item 5 - Fees and Compensation

Compensation and Fee Schedules

All investors of the Funds and other clients should review the applicable Governing
Documents in conjunction with this Brochure for more complete information on the fees
and compensation payable with respect to a client.

Red Iron is generally compensated for its advisory services to the Funds through a
management fee which is based as a percentage of the aggregate capital commitments
(during the investment period) or invested capital (after the investment period), payable
quarterly in advance. Red Iron also receives performance-based profit allocations and
distributions (commonly referred to as “Carried Interest”) (pursuant to the terms in a
client’s respective Governing Documents). Red Iron’s Carried Interest is generally a
percentage of a client’s net realized profits, but in certain circumstances described in the
Governing Documents, unrealized profits. A preferred return and hurdle rate and/or other
factors will apply to the calculation of the Carried Interest (as detailed in the Governing
Documents).

Investors in the Members Fund that are employees, business associates and other “friends
and family” of Red Iron or its personnel (“Members Fund Investors”) will not typically
pay Advisory Fees in connection with their investment in the Members Fund.
Notwithstanding that Members Fund Investors will generally not pay management fees
and performance based profit allocations, Members Fund Investors will pay for their pro
rata share of certain expenses or the pro rata portion of such Members Fund Investors’
expenses will be allocated to Red Iron or the general partner of the Members Fund.

The General Partner may cause some or all of a Fund’s assets (in its sole discretion) to be
contributed into a separate continuation vehicle or accounted for as a separate class formed
for the purpose of holding and managing such selected assets segregated from the rest of
the portfolio (a “Continuation Vehicle”). Please see the Governing Documents for
additional information regarding the management and performance fees payable by such
vehicles.

Deduction of Fees

Red Iron is authorized under the Governing Documents to charge and deduct advisory fees
directly from the assets of the clients, at the times and in the amounts described above.
Investors do not have the ability to choose to be billed directly for management fees.

Other Fees and Expenses

In addition to the fees payable to Red Iron, the Funds will incur certain charges imposed
by third parties and other expenses which may be borne directly by a Fund or reimbursed
to Red Iron, including (but not limited to): organizational expenses (in some cases subject
to a cap), all costs and expenses incurred in the investigation, sourcing, holding, monitoring
purchase, sale or exchange of assets (whether or not ultimately consummated), including,
but not limited to, private placement fees, finder’s fees, interest on and fees and expenses
arising out of borrowed money, real property or personal property taxes on investments,
including documentary, recording, stamp and transfer taxes, brokerage fees or
commissions, or other similar charges (including any merger fees payable to third parties),
travel (and related expenses) incurred in investigating, purchasing or managing securities,
legal fees and expenses, expenses incurred in connection with the investigation,
prosecution or defense of any claims by or against a Fund, including claims by or against
a governmental authority, audit and accounting fees, fees for outside appraisers and
independent asset valuation services, costs and expenses incurred for research services and
publications, including legal fees for investment-related research, banking and consulting
fees relating to investments or proposed investments, taxes applicable to a Fund on account
of its operations, fees and expenses incurred in connection with the maintenance of bank
or custodian accounts, expenses related to organizing entities through or in which a Fund’s
investments will be made and all expenses incurred in connection with the registration of
the securities held by a Fund under applicable laws or regulations. The Fund shall also bear
expenses incurred by the General Partner in serving as the partnership representative, any
sales or other taxes or government charges which may be assessed against a Fund, the cost
of liability and other premiums for insurance (including cyber-insurance) protecting a

Fund, the General Partner, Red Iron, the Advisory Committee and their respective partners,
members, stockholders, managers, managing directors, officers, directors, trustees,
employees, agents or affiliates in connection with the activities of a Fund or the loss of any
Principal, all out-of-pocket expenses of preparing and distributing reports to investors, out-
of-pocket expenses associated with Fund communications with investors, including
preparation and distribution of annual, quarterly or other reports to investors, costs
associated with Fund meetings or meetings with any investor (including travel-related costs
and expenses), events for investors or Advisory Committee matters (including legal fees),
expenses of the members of the Advisory Committee (including travel-related costs and
expenses), all legal, accounting, tax, audit, consulting and professional services fees and
expenses (including tax preparation and public relations) relating to a Fund and its activities
(including, without limitation, the compensation of advisors, experts and scientists engaged
as consultants, as well as due diligence services provided by consulting firms or employees
thereof that are affiliated with the Red Iron or the General Partner (e.g., RIG Builders)),
third-party bookkeeping services, fees and expenses related to attending industry
conferences, fees and expenses relating to outsourced finance, reporting, third party
...

Types of Clients

Red Iron provides discretionary investment advisory services to clients that consist of
Funds offered to Investors on a private placement basis. In order to invest in a Fund, a
prospective investor is required to make certain representations as to suitability and legal
requirements of the respective Fund.

Each Investor is required to be an “accredited investor” within the meaning of Regulation
D under the Securities Act of 1933 (the “Securities Act”) and a “qualified client” within
the meaning of Rule 205-3 of the Advisers Act. The Funds are not subject to the provisions
of the Investment Company Act of 1940 (as amended, the “Company Act”), in reliance
upon the exclusion from the definition of “investment company” set forth in either Section
3(c)(1) or Section 3(c)(7) thereof, and are therefore not required to register as an investment
company under the Company Act.

Minimum Investment Requirements

Generally, Fund investors must invest a minimum dollar amount as set forth in the
Governing Documents, subject to waiver in Red Iron’s discretion.

In addition, as noted in Item 4, Red Iron may in the future provide trading advisory or
investment management services to separately managed accounts, investment funds, or
other investment vehicles for investors interested in investment programs that differ from
the ones used by the Fund or for investors that do not wish to invest in the pooled
investment vehicles referenced above.