Stillwater Asset Management LLC

Item 5 - Fees and Compensation
The fees and expenses associated with an investment in the Funds are described in detail in each of
the Fund’s governing documents, as well as in the Funds governing documents. The Adviser and
the GP typically receive a management fee, as well as a performance-based fee or carried interest
for providing services to the Funds. The management fee will be reduced by certain fees received
by the Adviser or the GP.
Management Fees
In consideration for its services, the Adviser typically receives a management fee from each of the
Funds, which is generally equal to a percentage of the total capital commitments to such Fund. The
fee percentage and/or the base upon which the fee is calculated will vary with the size of the Fund
and will also vary over the life of the Fund, as negotiated, and determined at the time the Fund is
established and as set forth in its Governing Documents. The percentage of the management fee is
calculated based on each investor’s aggregate capital commitment in such Fund. As noted above,
the GP or SAM may enter into side letters with investors which include the waiver of all or any
portion of SAM’s management fees. Please refer to each Fund’s governing documents for more
details on the amount and calculation of the management fees.
The Funds will accept additional subscriptions during the period between the initial and final closing
dates. If new investors subscribe interests or existing investors increase their commitments during
such time, the investors will pay their pro rata shares of the management fees, as well as
organizational expenses, other fund expenses, and an additional amount equal to an annual preferred
return rate thereon. Such amounts will be allocated and distributed to previously limited partners
and the Adviser, on a pro rata basis.
The Adviser intends to waive carried interests and the management fee for its own capital.

Management Fee Offset

The Adviser or the GP may also receive transaction, investment banking, consulting, advisory,
monitoring, break-up, directors’, and other similar fees (“Transaction Fees”). The Transaction Fees,
net of un-recouped expenses that the Adviser has elected to pay on behalf of the Funds, reduce the
following quarterly management fee. Any placement agent fees paid directly by the Funds will also
offset the respective Fund’s management fees. If such offsets would reduce the quarterly
management fee below zero, the offsets would be carried forward and used to reduce the following
quarterly management fee. Transaction Fees do not include any of the fees (including broken deal
expenses) that SAM has elected to share with the Funds, and any fees paid to affiliated companies
for loan servicing, operating, asset management and other ancillary services.
Performance-Based Fee or Carried Interest
Please see Item 6 below, the “Performance-Based Fees and Side-by-Side Management” section, for
the discussions on the carried interest.
In its discretion, the Adviser will waive or reduce carried interest for its own capital. As noted above,
SAM GP or the Adviser will enter into side letters with investors which include the waiver of all or
any portion of carried interest.

Fundraising and Organizational Expenses
The Funds bears all costs and expenses incurred in connection with the organization of the Funds,
and the GP. These costs and expenses include legal and accounting fees, printing costs, travel and
out-of-pocket expenses, and all costs and expenses incurred in connection with the offering of
interests (“Organizational Expenses”), up to a certain amount. Organizational Expenses will be
allocated among the Funds’ investors on a pro rata basis. Any Organizational Expenses that exceed
the cap amount will be borne and paid directly by SAM. The excess Organizational Expenses may
also be paid initially by the Funds and then reimbursed by SAM through an offset to the
management fee or other means. The Organizational Expenses, however, exclude those costs and
expenses associated with negotiating and entering into any side letters (including any legal opinions
related thereto). Such costs shall be deemed as a Fund Expense. Please refer to the Fund governing
documents for more details on the organizational expense cap amount, as well as expenses permitted
to be borne by the Funds.
Fund Expenses
The Funds will be responsible for all expenses relating to their own operations (“Funds’ Expenses”),
including reasonable organizational and start-up expenses incurred by SAM or its affiliates on
behalf of the Funds. Funds’ expenses shall include but not be limited to interest on borrowings,
SAM’s management fee, all costs and expenses in connection with acquiring, holding, managing
and disposing of loans and other investments, including the fees and expenses of any loan servicers
or operators (including those of unaffiliated or affiliated loan servicers), all costs and expenses in
connection with managing REO (real estate owned by lender) or other assets, operating REO
Facilities or other assets, including the fees and expenses of any operators (including those of any
affiliated operator), legal, consulting, accounting, auditing, reporting and financial statement and
tax preparation expenses, out-of-pocket expenses relating to the acquisition, holding and disposition
of investments, expenses incurred in connection with transactions whether or not consummated and
other customary and extraordinary expenses, including but not limited to indemnification and
litigation, interest payments on indebtedness and other borrowing charges, administrator fees and
expenses, custodian fees and expenses, taxes, telecommunication, research expenses including costs
of real estate-related research subscriptions, real estate-related and commercial loan-related
software products and services, pricing and valuation data and services and other research products
...

Item 7 - Types of Clients
The Adviser’s provides investment advisory services to its Clients, which are private funds, on a
discretionary basis. The investors in the Funds may include, but are not limited to, institutional
investors such as trusts, endowments, foundations, corporates, sovereign wealth funds, pension, and
profit-sharing plans, as well as to high-net-worth investors. All investors, among other requirements,
must be: (i) accredited investors as defined in Rule 501(a) of Regulation D under the Securities Act
of 1933; and (ii) either qualified purchasers as defined in Section 2(a)(51) of the Investment
Company Act of 1940, as amended (the “Investment Company Act”), or knowledgeable employees
as defined in Rule 3c-5 under the Investment Company Act.
The Funds impose minimum investment limits upon investors that can be waived in certain
circumstances, as set forth in the Fund governing documents.