Templeton & Phillips Capital Management LLC

Item 5 Fees and Compensation
Advisory Contracts and Fees

5.A. Adviser Compensation
TPCM's fees are described generally below and detailed in each client's advisory agreement. Fees
are normally based on the level of total assets under management, including cash and securities.
TPCM may group multiple accounts of a client (or group of related clients) together for fee billing
purposes.

Fees may change over time and, as discussed below, different fee schedules may apply to different
types of clients or advisory arrangements. If circumstances warrant, fees may be negotiated on a
basis different from TPCM's stated fee schedules, and TPCM reserves the right to waive or reduce the
fees charged to a particular client in its sole and absolute discretion.

Fee Schedules

Separately Managed Accounts
Separately managed client accounts are charged a 1% annual advisory fee in arrears.

Private Funds
Detailed descriptions of Private Funds’ fees are located in the Private Funds’ PPMs. Management
fees charged to the Private Funds are based on a percentage of assets under management
(approximately 1% annually) and are generally payable quarterly in advance to TPCM.

TPCM may also receive incentive compensation based on a percentage of profits from each Investor.
Incentive compensation, if any, generally will be paid as a fee. TPCM may waive or reduce the
management fee or incentive compensation with respect to certain Investors. Thus, different Investors
may pay different management fees or incentive compensation based on the investment date or
waivers. The Private Funds may maintain multiple class structures with differing fees paid by each
class.

Selection of Outside Managers
TP Advisory Services. The fee for accounts for which TPCM acts as a consultant in the selection of
outside managers is 0.3% - 0.5% annually paid quarterly in arrears.

Other Advisory Fee Arrangements
TPCM may receive incentive compensation based on a percentage of profits from certain clients.
TPCM reserves the right, in its sole discretion, to negotiate and to charge different advisory fees for
certain accounts based on the client’s particular needs as well as overall financial condition, goals, risk
tolerance, and other factors unique to the client’s particular circumstances.

5.B. Direct Billing of Advisory Fees
Clients may request that fees owed to TPCM be deducted directly from the client’s custodial account.
In instances where a client has authorized direct billing, TPCM takes steps to assure itself that the
client’s qualified custodian sends periodic account statements, no less frequently than quarterly,
showing all transactions in the account, including fees paid to TPCM, directly to such clients. TPCM
will also allow clients to pay management fees directly. In this arrangement, TPCM sends an invoice to
the client and the client sends payment directly to TPCM.

5.C. Other Non-Advisory Fees
TPCM’s advisory fee is exclusive of brokerage commissions, transaction fees, and other related costs
and expenses which shall be incurred by the client. Clients may incur certain charges imposed by
custodians, brokers, third party investment and other third parties such as fees charged by managers,
custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic
fund fees, and other fees and taxes on brokerage accounts and securities transactions. A client’s
portfolio may include positions in mutual funds or exchange traded funds which also charge internal
management fees, which are disclosed in those funds’ prospectuses. Such charges, fees, and
commissions are exclusive of, and in addition to, TPCM’s fee. TPCM does not receive any portion of
these commissions, fees, and costs.

Item 12 further describes the factors that TPCM considers in selecting or recommending broker-
dealers for client transactions and determining the reasonableness of their compensation (e.g.,
commissions).

5.D. Advance Payment of Fees
Advisory fees for separately managed account clients are billed quarterly in arrears. Advisory

agreements are typically terminable by the client upon prior written notice to TPCM, as specified in the
relevant agreement and by TPCM, generally upon 30 days’ prior written notice to the client. In the
event that an advisory contract is terminated prior to the conclusion of a billing period, TPCM will bill a
pro rata portion of fees based on date of termination.

Advisory fees for the Private Funds are billed quarterly in advance. In the event that an advisory
contract is terminated prior to the conclusion of a billing period, TPCM will refund a pro rata portion of
any pre-paid fees to the Private Funds.

5.E. No Compensation for Sale of Securities or Other Investment Products
TPCM’s supervised persons do not accept compensation for the sale of securities or other investment
products, including asset-based sales charges or service fees from the sale of mutual funds.

Item 7 Types of Clients
TPCM’s clients are institutional and retail separate account clients, charitable organizations, and the
Private Funds.

The minimum amount required to establish separately managed account with TPCM is $1,000,000.
TPCM reserves the right to reduce the minimum requirement for certain accounts under certain
circumstances.

TPCM expects the Private Funds to qualify for exemption from the definition of “investment company”
under the Investment Company Act of 1940 (“1940 Act”) under Section 3(c)(1) or Section 3(c)(7) and
to offer interests to Investors pursuant to Regulation D under the Securities Act of 1933, as amended
(“1933 Act”). As a result, this disclosure brochure (“Brochure”) may discuss information relevant to
such Investors, as necessary or appropriate. The minimum initial investment in the Private Funds is
$1,000,000. Nonetheless, this Brochure is designed solely to provide information about TPCM
and should not be considered to be an offer of interests in any Private Funds.

Private Fund Investors are expected to include high net worth individuals and institutional investors
(meeting the qualifications of those exceptions and exemptions under which the Private Funds
operate) or non-U.S. Persons within the meaning of Regulation S, wishing to invest in accordance with
the Private Funds’ investment objectives. Investors are required to meet the requirements for
“qualified clients” under the Advisers Act and in most cases will also be required to be “qualified
purchasers” under the 1940 Act. Specific procedures and restrictions apply to withdrawals from, and
terminations of, an Investor’s position in a Private Fund, as described in the Private Fund’s offering
documents. Minimum redemption amounts and minimum capital account size may apply in the event
of a partial withdrawal. An Investor also may be required to redeem all or part of its interest in a
Private Fund upon provision of reasonable notice.