Anthemis Capital Managers Limited

Item 5: Fees and Compensation

Item 5.A.

Management Fee

Each Fund typically pays its General Partner, who in turn pays the Adviser, quarterly in advance,
a management fee (the “Management Fee” or “General Partner’s Share”) generally between
2.00% and 2.50% on an annual basis of aggregate Fund investor capital commitments
(“Commitments”). Investors participating in a closing after the first closing (the “Initial
Closing”) bear the Management Fee from the Initial Closing. Upon the earlier of (i) the end of a
Fund’s investment period and (ii) the date on which drawdowns on account of management fees,
the relevant General Partner’s Share or the equivalent commence with respect to a successor fund,
the Management Fee will be generally between 2.25% and 1.5% of the aggregate acquisition cost
of unrealised investments.

The Management Fee will be payable until all portfolio investments are distributed or until the
Adviser’s relationship with the applicable Fund is terminated for other reasons (as described in the
Governing Documents).
If portfolio companies are assessed, and pay to the Adviser or employees thereof through the
relevant General Partner, any monitoring fees, break-up fees and/or certain other fees, the
Management Fee will be reduced by all or a portion of a Fund’s share of such fees. To the extent
that such an offset credit would reduce the Management Fee for a given period below zero, such
excess will be carried forward for future application against payable Management Fees. To the
extent such excess remains upon dissolution of the Fund, the relevant General Partner shall
distribute such unapplied excess to the limited partners pro rata based on respective Commitments,
unless a limited partner has elected to waive such amount (e.g., where an adverse tax consequence
may result).
In the event that fees of the type referred to in the preceding paragraph are assessed, the relevant
General Partner reserves the right to also be paid such fees from, on behalf of or with respect to
co-investors in an investment. The receipt of such fees in either case will not reduce the
Management Fee payable by any Fund(s) that have also invested in such investment, and as a
result a Fund will, in most cases, only benefit with respect to its allocable portion of any such fee
and not the portion of any fee that relates to such co-investors or potential co-investors, which
have the potential to be significant. Similarly, in certain circumstances, Anthemis expects that
co-investors, lenders, consultants or other parties will negotiate the right to share a portion of such
fees from a particular investment, and the above- described offset percentage will be applied after
excluding any amounts paid to such persons.
Carried Interest

The Adviser personnel and/or other related persons will typically, indirectly through the
Founding Partner, receive a carried interest with respect to the Funds generally between 20% and
25% of all realised 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.

Other Information

The Adviser is permitted to exempt certain “affiliated partner” investors in the Funds from
payment of all or a portion of Management Fees and/or carried interest, including the Adviser and
any other person designated by the Adviser, such as “friends and family” of the Adviser, Anthemis
or their personnel, or other investors meeting certain qualification requirements based on
commitment size. Each General Partner reserves the right to make any such exemption from fees
and/or carried interest by a direct exemption, a rebate by the Adviser and/or its affiliates, or through
other Funds that co-invest with a Fund. For example, in instances where an Adviser professional
(or an affiliated entity thereof) invests in a Fund, such professional (or such affiliated entity)
generally will be exempt from payment of the Management Fee and carried interest with respect
to such Fund. Additionally, to the extent permitted by the Governing Documents, the Adviser has
the right to permit investors, affiliated with the Adviser or otherwise, to invest through the relevant
General Partner or other vehicles that do not bear Management Fees or carried interest. In general,
the Management Fee offsets described above apply only with respect to the capital commitments
of fee-paying investors. The Adviser retains flexibility to structure its compensation from investors
and expects in certain circumstances to agree to invoice an investor directly for Management Fees
or other compensation, rather than deducting such amounts from the relevant investor’s capital
account(s).

The Funds generally invest on a long-term basis in highly illiquid securities. Accordingly,
investment advisory and other fees are expected to be paid, except as otherwise described in the
Governing Documents, over the term of the relevant Fund, and investors generally are not
permitted to withdraw or redeem interests in the Funds.

Principals or other current or former employees of the Adviser generally receive salaries and other
compensation derived from, and in certain cases including a portion of, the Management Fee,
carried interest or other compensation which may be received by the Adviser or its affiliates.

The calculation and payment of management fees for the Sub-Advised Accounts are governed by
the investment management agreements between the owners of such accounts and the Firm.

Item 5.B.

Management Fees 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
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Item 7: Types of Clients

Anthemis provides discretionary investment advice solely to the Funds and the Sub-Advised
Accounts, as described in Item 4.B. above and references throughout this Brochure to “Clients”
and to the Adviser’s related duties to and practices on behalf of its Clients and/or investors should
be construed accordingly. 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. The
investors participating in the Funds generally include individuals, banks or thrift institutions, other
investment entities (including fund of funds), sovereign wealth funds, family offices, pension and
profit-sharing plans, university endowments, trusts, estates or charitable organizations or other
corporations or business entities and from time to time include, directly or indirectly, principals or
other employees of the Adviser and its affiliates and members of their families or service providers
retained by the Adviser.

The relevant General Partner, from time to time, expects to establish alternative investment
vehicles in order to permit certain investors to participate in one or more particular investment
opportunities in a manner desirable for tax, regulatory or other reasons. Alternative investment
vehicle sponsors generally have limited discretion to invest the assets of these vehicles independent
of limitations or other procedures set forth in the organizational documents of such vehicles and
the related Fund.

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 Adviser
personnel). The Adviser generally is permitted to wave such minimum commitment in its sole
discretion. The Adviser is permitted to enter into separate account relationships with certain
institutional investors.