Waterwheel Capital Management LP

Item 5 – Fees and Compensation

   The fees and expenses associated with an investment in a Fund are described in detail in the
   respective Fund’s Offering Documents. Waterwheel may, in its sole discretion, manage other
   funds or accounts with higher or lower fees, different fee structures and different expense payment
   arrangements than the Funds. Further, the Adviser, in its sole discretion, may agree with a Limited
   Partner to waive or modify the application provisions of a Fund’s Offering Documents, including
   the fees charged, with respect to such Limited Partner, without obtaining the consent of any other
   Limited Partner.

A. Set forth below is a description of Waterwheel’s fee structure:

   Management Fee. Clients will generally pay the Adviser a management fee (the “Management
   Fee”) calculated and payable quarterly in advance, ranging from 0% to 2% of the Client’s net asset
   value at the beginning of each fiscal quarter. Depending on arrangement with the Client, the Adviser
   will either (i) deduct Management Fees from the Client’s account directly each quarter, or (ii)
   invoice the Client for Management Fees owed to the Adviser each quarter. The Adviser has the
   discretion to reduce or eliminate the Management Fee with respect to any Limited Partner.

   Carried Interest. The Adviser will generally be entitled to certain performance based
   compensation depending on the arrangement with the Client (“Carried Interest”). Carried Interest
   is tied to the proceeds from the disposition of an investment, together with any dividends,
   distributions or interest earned on such investment. Net proceeds will be distributed in percentages
   in accordance with the relevant Client’s governing documents (generally around 80% after a hurdle
   is achieved) to participating Clients and Investors and the remaining amount will be distributed to
   the Adviser.

B. See Item 5.A above.

C. The Funds may incur normal and customary expenses relating to its operations, and such expenses
   are allocated among the Investors in the Fund pursuant to the terms of its operating agreement.

   The Funds will generally bear their own operating and other expenses including, but not limited to,
   costs, fees, and other out-of-pocket expenses directly related to the investigation of investment
   opportunities (whether or not consummated) such as external fees and transaction costs; all deal
   and access fees, whether paid to third party managers or brokers, for transactions in which the
   Fund participates; the acquisition, ownership, financing, hedging, or sale of its investments,
   including transaction and investment banking or similar costs, reasonable travel and lodging
   expenses in connection with investment activities, fees, interest and other costs on margin accounts
   or other financings or re-financings, borrowing charges on securities sold short, custodial fees,
   bank service fees, any withholding or transfer taxes imposed on the Funds or any Investors, any
   governmental, regulatory, licensing, filing, or registration fees or taxes incurred by the Funds in
   compliance with the rules of any self-regulatory organization or any federal, state, or local laws
   (including, but not limited to, all fees incurred in connection with the completion and filing of Form
   PF, Form CPO-PQR, or other regulatory filings made with respect to the Funds); all fees and

   expenses related to any wholly-owned subsidiaries or other master funds or investment vehicles
   managed by Waterwheel Fund I GP, LLC the Funds’ general partner (the “General Partner”), the
   Adviser or their affiliates that are utilized to facilitate Fund transactions (including legal,
   administrative, custodial, audit, registered office, and other fees); legal and other expenses,
   brokerage commissions, and other costs of executing transactions, information-related expenses,
   costs and expenses of portfolio construction tools and data services, costs and expenses of proxy
   research and voting services, clearing and settlement charges, interest expenses, consulting and
   appraisal fees and other due diligence expenses, all operational expenses, including legal (including
   responding to formal and informal inquiries and indemnification expenses), ERISA bonding costs,
   auditing, tax preparation, and accounting expenses (including expenses associated with the
   preparation of financial statements, tax returns and Schedules K-1, if any), direct expenses incurred
   in obtaining systems, research, and other information utilized for portfolio management purposes
   that facilitate valuations and accounting (including the costs of statistics and pricing services,
   service contracts for quotation equipment, and related hardware and software), the costs and
   expenses of third-party risk management products, models, and services (including, without
   limitation, the costs of risk management software or database packages), expenses incurred in the
   collection of monies owed to a Fund, insurance expenses, fees of a third-party administrator and
   any other service providers or third party consultants, and to the extent applicable, any entity-level
   taxes, fees, or other governmental charges levied against a Fund, extraordinary expenses (such as
   litigation-related and indemnification expenses), and expenses comparable to the foregoing.

D. As stated in Item 5.A. above, any Management Fees will be payable quarterly in advance. Some
   Investors, depending on the arrangement outlined in the respective Fund’s Offering Documents,
   will generally be permitted to withdraw their investment in a Fund on a monthly basis, the Adviser
   plans to refund any pre-paid Management Fees if an investor withdraws or redeems their
   investment in a Fund before the end of the billing period.

E. Other than as described above, neither Waterwheel nor any of its supervised persons will receive
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Item 7 - Types of Clients

Waterwheel provides investment advisory services to the Funds based on the investment objectives
and strategies described in the respective Fund’s Offering Documents. Waterwheel, in its sole
discretion, may manage other funds or accounts with different objectives, higher or lower fees and
different fee structures than the Clients.

Investors in the Fund will be required to complete and submit a subscription agreement binding
them to the terms of the Fund’s governing documents. Waterwheel only admits “accredited
investors”, as defined in Rule 501(a) of Regulation D under the Securities Act of 1933 and
“qualified clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended.
The minimum investment in a Fund generally varies between $100,000 to $2,000,000, although
the General Partner may accept investments in a lesser amount at its sole discretion.