Watermill Management Company LLC

Item 5.               Fees and Compensation
For the firm’s advisory services to the Funds, WMC generally will be entitled to a
management fee, a monitoring fee, and an incentive fee, each as further described below.
This compensation is paid as specified in the Fund offering documents and/or separate
agreements relating to each applicable portfolio company. Monitoring fees are charged
directly to the portfolio company(ies) and are not accelerated upon or paid after the sale
of the portfolio company by the Fund.

Management Fees and Incentive-Based Compensation

WMC receives a management fee from each Fund that may be based on a portfolio
company’s EBITDA or sales revenue, on the Fund's invested capital (at cost), or on
another comparable basis as described in the applicable Fund’s governing documents. For
each Fund raised after 2023, the management fee is typically paid over the period during
which WMC provides the most intensive management services to establish, oversee and
stabilize a Fund’s investment in a portfolio company, and is not accelerated upon or paid
after the sale of the portfolio company by the Fund.

In addition, WMC is entitled to receive performance-based compensation, as described in
Item 6 of this Brochure, in respect of each Fund advised by it.

Limited Partners/Members should refer to the appropriate Fund offering documents for
detailed information regarding fees and fee offsets. It is also important to note that any
new Fund launched by WMC in the future may have similar or materially different terms
than those summarized above.

Other Fees and Expenses

WMC employees have been appointed and are expected to be appointed in the future as
members of the Board of Advisors and/or Directors to portfolio companies in which the
Funds invest. WMC investment professionals monitor the business activities of the
portfolio companies and may provide strategic advice and access to industry resources,
which WMC believes benefit the applicable Fund and its investors. As compensation for
this service, the portfolio company pays a monitoring fee, which is generally determined
as a percentage of the portfolio company’s revenue or EBITDA.

GENERAL INFORMATION:

Investments in Funds: The General Partner/Managing Member for a Fund may be
affiliated with WMC through common ownership and control as well as shared executive
officers. The General Partner/Managing Member of each Fund, principals and/or other
related persons of WMC will generally only participate in the Fund’s investments by
investing assets directly in the Fund.

Co-Investments: From time to time, the Funds may co-invest in portfolio companies with
other Funds or with direct investors. In addition, in certain contexts owners of portfolio
companies may roll equity from the portfolio company into a Fund.

Co-investment vehicles are not typically allocated any share of fees paid or received in
connection with an unconsummated transaction unless and until they are contractually
committed to invest in the prospective investment.

Lock-Up: Except as set forth in the applicable Fund’s offering documents, an investor in
any one of the Funds generally may not rescind any part of its capital commitment or
otherwise withdraw from any of the Funds. Private equity fund investing is for those
who can afford to have capital locked up for long periods of time and who are able to
bear the risk of losses.

Side Letters: WMC, or each Fund’s General Partner/Managing Member, as appropriate,
may waive or modify certain terms of investment for certain large or strategic investors,
in side letters or otherwise, in its sole discretion, including but not limited to, co-
investment opportunities, increased Fund and portfolio company transparency and more
frequent or varied formats or modes of portfolio reporting.

Allocation of Fees and Expenses: As a fiduciary to the Funds, WMC seeks to act in the
best interest of the Funds, which includes responsible stewardship of the Funds’ assets
among other things. To the extent reasonably possible, therefore, WMC seeks to keep
Fund and portfolio company costs, as applicable, reasonable and avoid unnecessary or
excessive expenses. Expenses and fees that may be incurred by the Funds and portfolio
companies are generally described in the Funds’ offering documents and summarized in
this Form ADV, Part 2A.

In general, WMC may not allocate any expense to a Fund or a portfolio company where
such expense has been explicitly prohibited by the Fund’s organizational and offering
documents. In addition, WMC seeks to ensure that any expenses allocated to the Funds
and portfolio companies owned by the funds include only those expenses actually
incurred by the Funds or relevant portfolio company(ies). Moreover, for any payments
paid directly to WMC or any of its related persons, (e.g. for monitoring services to
portfolio companies), WMC will follow the following procedures:
      Ensure that the compensation paid is fair in relation to the scope of the job’s
       responsibilities;

      Ensure that the entities or individuals retained have sufficient expertise and
       qualifications to provide the services being contracted for; and
      Engage in monitoring to ensure that services contracted for are provided in full.

For each expense allocated to the Funds or a portfolio company, an invoice will be
submitted. WMC instructions to pay fund expenses (audit, legal, etc.) must be supported
by an invoice and will be reflected on the books of the applicable Fund or its affiliate, as
appropriate. The methodology used to allocate expenses among Funds will be
documented at the time of the allocation.

When in doubt, WMC will review disclosures regarding expenses as provided to
applicable Fund investors through offering memoranda, Form ADV or otherwise and
compare these to expenses actually charged to ensure that each expense is authorized and
appropriately disclosed.
...

Item 7.               Types of Clients
WMC anticipates providing investment management services to several private equity
funds and associated co-investors as disclosed in Item 4 of this Brochure.

Prospective investors in any new Fund launched by WMC should refer to the appropriate
Fund offering documents for information regarding that Fund and any additional
qualifications required for investment.