Advantage Advisers Private Equity Management LLC

ITEM 5.     FEES AND COMPENSATION

          A. Advisory Fees and Compensation

         Effective February 28, 2012, AAPEM extended the term of the Fund because one of the
underlying funds held by the Fund had extended its term until December 31, 2012. The term was
subsequently extended until Feb 28, 2013 with the ability to continue to extend until the underlying
investments are liquidated.

           In connection with the term extension of the Fund, AAPEM is no longer charging a management
fee to the Fund.

         The Fund maintains for each investor a capital account that is adjusted to reflect the performance-
based carried interest or allocation, other fund expenses, capital contributions, withdrawals and other
similar charges during the term of the Fund.

         B. Payment of Fees

         Five percent (5%) of the distribution from each Underlying Fund is reallocated to AAPEM after
each investor receives its capital contributions made to such Underlying Fund and other expenses allocated
to such investor’s share of the Underlying Fund.

         C. Additional Fees and Expenses

         The Fund pays: (1) costs associated with its organization and the offering of Interests; and (2) all
ordinary and extraordinary annual and recurring expenses incurred on its behalf, including all legal and
external audit expenses, investor servicing expenses (including the costs of a third-party administrator to
the Fund), maintenance of books and records (including investor reporting), Fund meeting expenses,
insurance, taxes (if any) and mailings, as well as extraordinary expenses (such as litigation and
indemnification of AAPEM). Except as set forth above, AAPEM is responsible for its own overhead costs
and expenses.

         Oppenheimer and OAM provide office space and certain clerical and administrative services to
AAPEM free of charge. AAPEM bears its pro rata share of organization and administration expenses
associated with the operation of the Fund in proportion to its invested capital in the Fund. The Fund
reimburses Oppenheimer or OAM for any services performed, or expenses incurred, on behalf of AAPEM
by Oppenheimer or OAM, except as otherwise stated.

         All expenses incurred in connection with the organization of AAPEP Offshore are considered part
of the organizational expenses of the Fund.

         D. Prepayment of Fees

         AAPEM is no longer charging a management fee to the Fund.

ITEM 7. TYPES OF CLIENTS

         AAPEM’s client base is made up of a private equity unregistered fund of fund. The Fund is
closed to new investors.