Ridgeline Capital Management LLC

Fees and Compensation
Ridgeline charges management fees to the Funds which are passed on to the Funds’ limited partners and
also receives performance-based compensation. Such compensation complies with Rule 205-3 under the
Advisers Act, and, where applicable, relevant provisions of the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”).

        The fees that Ridgeline charges for Fund investments are described below:

The management fees and other fees and distributions described herein are generally subject to modification,
waiver or reduction by Ridgeline in its sole discretion, both voluntarily and on a negotiated basis with
selected investors via side letter and other arrangements, which, to the extent permitted by applicable law,
are not generally disclosed to other investors in the same Fund. 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.

As further described below, generally, Ridgeline and/or the applicable General Partner (or another
Ridgeline affiliate) are compensated by the Funds through the payment of management fees (or other
payments) and performance-based fees. The specific terms relating to the fees paid by any Fund are
negotiated between Ridgeline, the applicable General Partner and the investors in the respective Fund at
the time of such Fund’s formation.

Management fees for the Funds are generally paid quarterly at an annual rate of 2% of capital commitments
as of the first day of each fiscal quarter until the third anniversary of the initial closing at which point the
management fee will be calculated on the cost basis of loans and investments in active portfolio companies
of the Funds. The Management fees payable to the Management Company may be reduced or offset per
Step-Down provisions or receipt of Other Fees as outlined in the Fund’s governing documents. Please refer
to Fund Governing documents for details related to reductions and offsets.

Funds pay affiliates of Ridgeline a performance allocation in the form of carried interest generally equal to
twenty percent (20%) of net distributed cash after all of the Fund’s limited partners have received the sum
of a return of their capital contributions made for: i.) cumulative fund expenses, adjusted, where applicable,
for management fees applied to the limited partner class; and ii.) the cost of investments that have been
realized or written off. Performance allocations are generally paid following receipt of the proceeds from a
sale or realization of portfolio investments or may be paid in kind as part of a fund liquidation.
Performance-based compensation may create an incentive for Ridgeline to make investments that may carry
a higher degree of risk to its Funds.

In addition to the management fee and carried interest payable to Ridgeline, the Funds may be required to
pay all costs and expenses incurred in the ongoing operations of the Fund and the Feeder Vehicles and the
holding, structuring, diligence, purchase, sale and/or exchange of Securities (whether or not ultimately
consummated) (including brokerage fees, custody and hedging costs) relating to the portfolio investments of
the Fund, including, but not by way of limitation, consulting fees, insurance, costs associated with borrowed
funds, legal fees, audit, tax preparation and accounting fees, taxes applicable to the Fund and the Feeder
Vehicles, as applicable, on account of each of its respective operations, fees incurred in connection with the
maintenance of bank or custodian accounts, and all expenses incurred in connection with the registration of
Securities owned by the Fund under applicable securities laws or regulations, all liabilities for indemnity or
contribution to any Indemnified Party and the cost of holding any meetings of the Partners of the Fund or the
Indirect Investors of the Feeder Vehicles. The Fund shall also bear organizational expenses incurred by the
Ridgeline in serving as the Fund representative. The Funds shall bear all organizational costs, fees, and
expenses incurred by or on behalf of the Fund or the Feeder Vehicles by the Ridgeline in connection with
the formation and organization of the Fund, the Feeder Vehicles, or affiliated General Partner, including,
without limitation, legal fees, marketing expenses, accounting fees, and all other expenses incidental or
related thereto. The Fund shall bear all liquidation costs, fees, and expenses incurred by Ridgeline in
connection with the liquidation of the Fund at the end of the Fund’s term and the Feeder Vehicles, as
applicable, specifically including but not limited to legal and accounting fees and expenses

Performance Based Fees and Side-by-Side Management
As described in greater detail under Item 5: Fees and Compensation, Ridgeline may receive a performance-
based fee in the form of a carried interest from the Funds.

Types of Clients
Ridgeline provides investment advisory services to private equity funds on a discretionary basis.
The private equity funds, structured as limited partnerships, that Ridgeline manages, have minimum
capital commitments ranging from $0 to $725.000 for their respective limited partners. Each limited
partner in each private equity fund Client must be an "accredited investor," as defined under the
Securities Act of 1933, as amended.

Methods of Analysis, Investment Strategies and Risk of Loss
As technological transformation sweeps across America's foundational sectors, the US government
commits over $160B annually to R&D for national security technology in the 2025 Defense Budget. The
urgency has never been clearer. Ridgeline has been investing in this sector. Ridgeline, through its Funds,
focuses on investment in three broad categories: AI and digital infrastructure, next-generation supply
chains and manufacturing, and deep technology endeavors that would form the basis for new technology
categories.

Ridgeline’s portfolio construction and strategy are rooted in meaningful ownership and moderated
concentration of investments. The Fund will lead rounds in the pre-seed and seed stages and participate to
gain meaningful ownership at Series A. By targeting 10% ownership on average, the Fund will be afforded
board director seats and a greater role in providing governance and support for its portfolio companies.
Ridgeline’s target range for total number of investments for the Fund is 18-22 portfolio companies. The
Fund intends to reserve capital to do follow-on financing in its best performing companies, but will not
invest more than 10% of its total capital into any single portfolio company.

Investment Process

Origination

Ridgeline’s network of strategic LPs, notable co-investors, and highly-regarded technical talent through our
founder network gives Ridgeline access to competitive deals in the market. Founders and investors have
viewed Ridgeline as a value add and allocated room for Ridgeline funds in capacity-constrained deals.
Ridgeline also leverages its deal flow tech stack to get a broad, blue ocean market view to ensure its market
outlook includes deals outside of its immediate network.

Initial Screening

Screening is Ridgeline’s process of quickly qualifying whether a company aligns with its investment strategy
and thesis. In most cases, this stage will begin with an initial meeting with a Ridgeline partner. The purpose
of this meeting is to assess whether a company has the appropriate technology, market, and vision to fit the
Ridgeline thesis. During this step, a company receives a dedicated lead that will be responsible for
communication between the company and Ridgeline. The lead then evaluates the deal in comparison to other
potential investments. Deals in the screening phase will be reviewed weekly at a partner meeting in which
the Principals select a small percentage of the companies to move forward with into due diligence.

Due Diligence

Ridgeline’s diligence process extends far beyond the information presented in a company’s data room. It
includes collecting insights from the company’s customers and investors, technologists and corporate and
public sector partners within Ridgeline’s network. Due diligence also allows the Ridgeline team to
familiarize themselves with founders and lay the foundation for an enduring relationship. Ridgeline

prioritizes the informal sources of information listed above and deep conversation with the founding team to
understand the nuanced aspects of early-stage investing.

Portfolio Monitoring and Risk Management

Ridgeline funds are highly active investors who leverage strategic partnerships to de-risk the go-to-market
strategies of their portfolio companies. This includes taking board seats, setting up interactions between
founders and Ridgeline corporate partners, and introducing federal opportunities. In the early stages, a pilot
with a large enterprise or federal contract is more than just revenue. It’s an opportunity for a portfolio
company to test their product in the market, generate insights, and use that relationship as a reference point
with other potential customers to accelerate product market fit.

Liquidity and Realizations

Decisions regarding exit timing and methods will typically be tailored to each portfolio company's operating
strategy, inherent economic, market or industry trends, and broader capital markets conditions. Ridgeline
anticipates that the primary method of realization for investments will be through sales to strategic buyers,
with the potential for a few initial public offerings.

Risk Factors

An investment in the Ridgeline funds involves a high degree of risk and therefore should only be undertaken
by qualified investors whose financial resources are sufficient to enable them to assume these risks and to
bear the loss of all or part of their investment. The following risk factors should be considered carefully, but
are not meant to be an exhaustive listing of all of the potential risks associated with an investment in the
fund. Investors should consult with their own financial, legal, investment, and tax advisors prior to investing
in the fund. The order in which these risks are presented is not intended to represent the relative magnitude
of any particular risk.

General Risk Factors

Venture Capital Investing Risks in General

Venture capital investing involves a high degree of business and financial risk that can result in substantial
losses. For the Fund to succeed, its investments must be in potentially successful enterprises identified by
the Principals, a process which is difficult even for those with extensive experience in the venture capital
field. Portfolio Companies may be operating at a loss or with substantial variations in operating results from
period to period and may need substantial additional capital to support expansion or to achieve or maintain
a competitive position.
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