Valoran Capital Management LLC

FEES AND COMPENSATION

Certain of the Funds pay Valoran (or its affiliates) an asset-based fee equal to a specified
percentage of the assets committed or invested (as applicable), either at the time of the launch of
the fund and/or on a periodic basis during the life of the fund, as further described in the constituent
governing documents for the applicable Funds. Valoran also receives performance-based
compensation with respect to the management of certain of the Funds, as further described in
“Performance-Based Fees and Side-by-Side Management” below.
In lieu of paying Valoran an ongoing asset-based management fee, certain Funds instead bear their
pro rata share of the operating and overhead expenses incurred by Valoran (such expenses,
“Valoran Operating and Overhead Expenses”), including, but not limited to: (i) salaries, bonuses
and other compensation (e.g., deferred and incentive-based compensation and the funding thereof)
and benefits for its employees, principals, members, partners and consultants; (ii) information and

technology related expenses (e.g., fees, expenses and upgrade costs related to hardware, data,
colocation, infrastructure (e.g., custom hardware, dark fiber, microwave and other networks),
software and software development, API development, systems engineering, development and
operation, development of analytical programs, risk management programs, trading tools, quote
and order logic and management programs, information technology and data security programs
and other systems designed to manage and control cyber security risk, hedging tools, connectivity,
data, data hosting, and other similar items); (iii) fees and expenses (including the fees and expenses
of any third-party regulatory compliance consultants or similar service providers, ongoing
compliance expenses and related legal fees and expenses) associated with preparing and
submitting regulatory filings and compliance related expenses (e.g., expenses relating to the
preparation and filing of Valoran’s SEC Form ADV and Form PF, Commodity Futures Trading
Commission (“CFTC”) Form CPO-PQR and National Futures Association (“NFA”) Form PQR,
and the expenses relating to Valoran’s registration as a commodity pool operator and membership
in NFA); and (iv) overhead expenses (e.g., rent, utilities, supplies, administrative services and
other similar items).

Other Fees and Expenses. The Funds incur other expenses in connection with Valoran’s
advisory services and bear legal and organizational expenses in connection with their formation
and initial offering, which are borne by the applicable Fund (and, therefore, indirectly by its
investors). The expenses to be borne by each Fund will be subject to the terms and conditions of
the applicable Fund’s governing and subscription documents, and may include (but are not
necessarily limited to): (i) expenses and filing fees related to the ongoing offering of equity
interests and filing fees; (ii) brokerage fees and commissions and other transaction costs and
investment-related expenses incurred in connection with the Fund’s investment and trading
activities, including expenses incurred in connection with the identifying, diligencing,
evaluating, structuring, negotiating, consummating, financing, refinancing, developing,
monitoring, operating, managing and maintaining, selling, valuing, winding up, liquidating or
otherwise disposing of a Fund’s actual or potential investments, including follow-on investments
(whether or not consummated), earnest money amounts and fees associated with posting such
earnest money (including, but not limited to, pursuit costs), private placement fees, sales
commissions, appraisal fees, taxes, brokerage fees, underwriting commissions and discounts, and
legal, accounting, investment banking, consulting, environmental, survey, architect, information
services and other professional fees and the costs of any other experts or consultants engaged by
Valoran in connection with specific investments, as well the Fund’s share of any fees and
expenses charged by any underlying investment fund in which such Fund invests (directly or
indirectly); (iii) any interest, fees (including commitment fees), and implementation and other
costs of fund-related borrowings (including borrowings related to positions held on margin); (iv)
routine operational costs such as printing and duplication expenses, legal, accounting, director
services, bookkeeping, recordkeeping, auditing, consulting and other professional expenses,
administration (including the costs and expenses of the fund administrator and, in certain cases,
an allocation of Valoran’s internal accounting costs), information technology and computer
expenses, clerical and tax preparation expenses, including expenses incurred in connection with
the preparation of a Fund’s financial statements, audits, tax returns and Internal Revenue Service
Schedule K-1s, and expenses for specialized administrative and other professional services (such
as expenses associated with using services such as DocuSign in connection with subscriptions),
all taxes (if any) imposed on the Fund (or that the Fund is required to withhold or pay with
respect to any of its investors), and fees payable to governments or agencies; (v) its pro rata

portion of any E&O, D&O, cyber or any other form of insurance related to the Fund and its
management and operations; (vi) exchange, board of trade or other trading or execution facility
membership or participation expenses; (vii) travel expenses of Valoran related to the Fund’s
activities; (viii) market data, price quote data, newswire and data processing expenses, and
connectivity charges; (ix) expenses incurred in connection with the carrying or management of
investments, including custody charges, trustee, record keeping and other administration fees,
capital expenditures, leasing fees and property management fees; (x) fees and costs payable in
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TYPES OF CLIENTS

Valoran provides investment advice to private investment funds operated by Valoran. Currently,
Valoran operates the Funds in reliance upon the exclusion from the definition of an “investment
company” described in Section 3(c)(1) of the Investment Company Act of 1940, as amended,
although Valoran may determine to rely on one or more other such exclusions in the future. In
order to qualify for this exclusion, investment in the Funds is generally limited to no more than
100 U.S. persons who are “accredited investors,” as defined in Rule 501 of Regulation D under
the Securities Act of 1933, as well non-U.S. investors (provided that the Funds intend to accept
investments from individuals who are “knowledgeable employees” of Valoran and its affiliates,
within the meaning of Rule 3c-5 under the Investment Company Act of 1940, as amended, and
such investors will not count against the 100-beneficial owner limitation described above). In
general, the definition of “accredited investor” includes (a) individuals with either (i) $200,000 in
annual income, (ii) $300,000 in joint annual income with his/her spouse, or (iii) $1,000,000 in net
worth, excluding his/her primary residence; and (b) entities (i) with $5 million in assets, or (ii)
which are wholly-owned by other accredited investors.

Certain private funds advised by the Firm rely on the exclusion from the definition of “investment
company” provided by Section 3(c)(5) of the Investment Company Act of 1940, as amended (the
“1940 Act”). Section 3(c)(5) is generally available to issuers that are primarily engaged in the
business of acquiring mortgages and other liens on and interests in real estate.

In order to qualify for and maintain the Section 3(c)(5) exclusion, such funds must comply with
applicable asset composition requirements and interpretive guidance issued by the U.S. Securities
and Exchange Commission (“SEC”) and its staff. Among other things, these funds generally must
hold at least 55% of their assets in “qualifying interests” (such as mortgages and other liens on and
interests in real estate), with the remaining portion of their assets invested in real estate-related
assets or other permissible investments consistent with SEC guidance. Compliance with these

requirements may limit the types of investments such funds may make and may require ongoing
monitoring of asset composition.

Funds relying on Section 3(c)(5) are not registered as investment companies under the 1940 Act
and, accordingly, are not subject to the substantive regulatory requirements applicable to registered
investment companies, including certain restrictions on leverage, transactions with affiliates,
governance requirements, and portfolio liquidity standards. As a result, investors in such funds
will not receive the protections afforded to investors in registered investment companies.

Notwithstanding the foregoing, these funds are managed by the Firm in its capacity as a registered
investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”),
and are therefore subject to regulatory oversight by the SEC. The Firm is subject to periodic
examination by the SEC, and the funds’ financial statements may be subject to audit and other
review procedures as required by applicable law and fund governing documents.

    METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

The investment strategies that Valoran implements on behalf of the Funds will vary across different
fund families. The WM Funds employ targeted investment strategies that focus on illiquid
opportunities in real estate, private equity and life settlements, either directly or through
investments into third-party investment funds that own the applicable asset classes. The specific
investment focus and strategy employed is set forth in the operative documents for such fund.
Valoran’s investment strategies are based on core technical and fundamental research and will
seek to take advantage of its established risk management methods. The holding period and
liquidity profile for Valoran’s investment positions will vary by fund, based on strategy.

Certain Risk Factors.
The identification of attractive investment opportunities is difficult and involves a significant
degree of uncertainty. Investing in securities and other investment products involves the risk of
loss that clients should be prepared to bear. Potential clients should consider the following risks
before engaging Valoran to manage their accounts.
Risks Specific to the WM Funds.
Illiquid Investments. The securities and other instruments in which certain WM Funds will invest
include assets that are subject to legal or contractual restrictions on their resale (e.g., securities
issued by privately-held entities) or for which there is a relatively inactive, “thin” or illiquid trading
market, making purchases or sales at desired prices or in desired quantities difficult or impossible.
Illiquid investments may be required to be held for a lengthy period of time and often require more
time to sell and result in higher brokerage charges or dealer discounts and other selling expenses

than does the sale of securities eligible for trading on national securities exchanges or for which
there is an active over-the-counter market. In addition, due to thin trading in certain securities or
other instruments, investments in such securities or instruments may be less liquid than alternative
investments for which there is a more active trading market, which could cause Valoran to suspend
a fund’s net asset value calculations and/or withdrawals and/or take other steps to manage the
illiquidity associated with such investment. Therefore, investments in illiquid or thinly-traded
securities or other instruments may reduce the returns to investors because Valoran may be unable
to sell the illiquid or thinly-traded securities or other instruments at an advantageous time or price.
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