Anthemis Capital Managers Americas LLC

Item 5: Fees and Compensation

Item 5.A.

Anthemis US will be compensated by the Primary Adviser on a revenue split basis, as determined
from time to time by the Primary Adviser and Anthemis US. No part of this fee will be payable by
any Client and will be paid entirely by the Primary Adviser. The Primary Adviser and/or its affiliates
reserve the ability - although to date no such entity has exercised such ability, and does not
currently expect to exercise such ability - to receive additional compensation in connection with
management and other services performed for portfolio companies of Funds and such additional
compensation will generally offset in whole or in part the management fees otherwise payable to
the Primary Adviser.

Although Anthemis US’s fees are not paid by any Fund or underlying beneficial owner, such fees
will ultimately depend on the total fees paid directly by the Funds, and indirectly by such Funds’
beneficial owners. As such, Anthemis US has an interest in the amount of management fees and
incentive fees received by the Primary Adviser; therefore, please review the Anthemis Capital
Managers Limited Brochure for a description of fees charged to investors in the Funds.

Management Fee

Anthemis Guernsey is entitled to receive a “Management Fee” from AVFIII. During the
investment period, the Management Fee will be 2.25% per annum of aggregate commitments.
Thereafter, the Management Fee will be 2.25% per annum of the aggregate acquisition cost of
unrealized investments. For this purpose, the permanent write off or permanent write down of an
investment shall be treated as a realization. The Management Fee will be payable quarterly in
advance. Except as otherwise agreed, the Carry Partner and Limited Partners who are affiliates,

employees or other designees of the General Partner will not be subject to carried interest or the
Management Fee.

Carried Interest

Anthemis Guernsey personnel and/or other related persons will typically, indirectly through the
General Partner of AVFIII, receive a carried interest with respect to the AVFIII generally between
20% and 25% of all realized profits subject to a preferred return, as more fully described in the
Governing Documents. The carried interest distributed to the partners and such other Adviser
personnel or related persons is subject to a potential giveback at the end of life of the Fund in the
event that excess cumulative distributions have been received.
It is expected that any future Funds will have a similar fee structure.

Item 5.B.

Anthemis US does not change any fees to the Clients. Anthemis US is compensated by the
Primary Adviser.
Management Fees received by Anthemis Guernsey are typically funded with capital contributions
drawn for such purpose, but may also be funded with or withheld from proceeds from portfolio
investments. Carried Interest distributions generally will be distributed to the respective General
Partner entity in accordance with the terms of the applicable Governing Documents.

Item 5.C.

Operating Expenses

Anthemis, the Primary Adviser and the General Partners bear all of their normal overhead
attributable to their activities, such as salaries and employee benefits of their personnel, office
expenses and office space and facilities.

The Funds generally bear their own expenses, including legal, accounting, brokerage, custody,
administration and other expenses, which expenses are set forth in detail in the Governing
Documents.

Generally, the Funds will bear their own organizational expenses, operating expenses, including
legal, audit, and administration fees and third-party costs arising from uncompleted transactions.
The Funds will bear such expenses (collectively, the "Organizational and Operating
Expenses"), including, but not limited to, investment expenses (e.g., brokerage commissions,
acquisition fees, expenses relating to short sales, costs and expenses relating to hedging, clearing
and settlement charges, loan servicing fees, asset management fees, custodial fees, initial and
variation margin, interest expense and other amounts, fees and expenses related to leverage and
financing, due diligence related fees, costs and expenses and expenses related to proposed
investments that were not consummated including any "dead deal" costs), reasonable costs
associated with the establishment of the General Partner, professional fees (including, without

limitation, various "out-of-pocket" investment due diligence related costs, fees and expenses,
expenses of consultants and experts’ fees relating to particular investments and retainer fees for
sourcing services), travel and other expenses related to investments, domestic and foreign entity-
level taxes, as determined by the General Partner in its sole discretion, legal expenses, fees of the
Administrator, custodian fees and/or trustee fees, depositary fees, internal (excluding costs of
personnel) and external accounting expenses, regulatory and compliance-related expenses
(including, without limitation, in connection with any of the Anthemis’ filing or reporting
requirements with respect to the Funds and including, without limitation, the Funds’ allocable
portion of Form ADV- and Form PF-related expenses, related software expenses, and third-party
expenses related to compliance with FATCA (as defined below), provided that such compliance-
related expenses will not be solely Anthemis-related), loan-monitoring and other portfolio tracking
software expenses, audit and tax preparation expenses, any and all costs and expenses incurred by
the Funds’ representative acting in such capacity, appraisal and valuation fees, premiums for
directors and officers, errors and omissions and lender liability insurance and fidelity bond(s), the
costs and expenses incurred in connection with indebtedness of the Funds and its subsidiaries,
including, without limitation, interest expense and other fees and charges associated therewith, the
...

Item 7: Types of Clients

Anthemis US provides investment advisory services solely to the Primary Adviser through a sub-
advisory agreement which identifies the applicable Funds. The Primary Adviser and Anthemis
Guernsey in turn provide investment advice solely to their respective Fund clients. The Funds
generally include investment partnerships or other investment entities formed under U.S. or non-
U.S. laws and operated as exempt from registration as an “investment company” under the
Investment Company Act of 1940, as amended.

Generally, the minimum commitment to a Fund for third-party investors will be $5,000,000, and
interests in a Fund are offered and sold solely to qualified purchasers (or qualified Primary Adviser
personnel). The Primary Adviser generally is permitted to wave such minimum commitment in its
sole discretion.