Winchester Asset Management LLC

Item 5 - Fees and Compensation

Winchester and its affiliate, North Winchester Managers, LLC, serving in its capacity as the GP of the
Partnership or in an equivalent capacity with respect to other Funds, receives a management fee and/or
an incentive allocation in connection with the services we provide the Funds (collectively, “Private Fund
Fees”). Our Investors are “qualified purchasers,” as defined in the Investment Company Act of 1940 or
“knowledgeable employees;” thus, more detailed information regarding our Private Fund Fees are not
required to be provided herein and are fully described in each Fund’s respective Governing Documents.
We may waive or reduce all or any portion of the Private Fund Fees with respect to any Investor or Fund.

Subject to the terms of the applicable Governing documents, in addition to the Private Fund Fees, each
Fund bears certain direct operating costs and expenses, including, without limitation: (a) administrative,
legal, accounting, auditing, record-keeping, tax form preparation, compliance and consulting costs and
expenses (including costs and expenses associated with obtaining systems and other information
designed to facilitate Fund accounting or record-keeping, including related software); insurance costs and
expenses; bank service fees; costs and expenses associated with preparing Investor communications; and
printing and mailing costs; (b) costs and expenses incurred in connection with the investment and
reinvestment of the Fund’s assets, including brokerage commissions, dealer mark-ups, mark-downs and
spreads, research costs and related clearing and settlement charges; (c) fees and taxes imposed by any
federal, state, local or foreign government, governmental agency or regulatory body or self-regulatory

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organization, including licensing, filing, registration and exemption fees and withholding, transfer and
franchise taxes; (d) the Fund’s indemnification obligations under the applicable Governing Documents or
other contractual agreements; and (e) extraordinary costs and expenses, if any.

The fees described in this section do not include expenses paid to broker-dealers for executing
transactions in Client accounts or other transaction costs. See Item 12 “Brokerage Practices” below for a
description of the factors that we consider in selecting or recommending broker-dealers for Client
transactions and determining the reasonableness of their brokerage fees.

The management fee is generally deducted quarterly, in advance. We deduct Private Fund Fees, including
the management fee, directly from an Investor’s Capital Account(s), as determined by the terms of the
applicable Governing Documents. Subject to the terms of the applicable Governing Documents, an
Investor who withdraws from a Fund during a calendar quarter will receive a prorated, rebate of their pre-
paid management fee.

Item 7 - Types of Clients

Winchester offers discretionary sub-advisory services to Private Vehicles, each of which are offered and
sponsored by an unaffiliated registered investment adviser. Clients are generally subject to a minimum
initial investment, unless such minimum is waived by Winchester in its sole discretion.