Apex Investments Management Sa

ITEM 5: FEES AND COMPENSATION

A.           Describe how you are compensated for your advisory services. Provide your fee
             schedule. Disclose whether the fees are negotiable.

Investors should carefully review the Governing Documents of the relevant Fund in conjunction
with this Brochure for complete information about fees, compensation, and expenses. Similar
advisory services may be available from other investment advisers for comparable or lower fees.

Management fees, carried interest, and/or any other compensation payable to the Manager, general
partner, or its affiliates are generally negotiated with a Fund and/or its underlying investors and
detailed in the Governing Documents with such Fund.

The general partner shall have the right to modify, waive or otherwise adjust all or any part of the
distributions which it and its affiliates would otherwise be entitled to receive, provided that any
such action by the general partner shall in no case adversely affect the allocations or distributions
to which other limited partners are entitled.

Management Fees

A Fund will generally pay Apex Capital Panama an annual management fee as specified in the
Governing Documents (each a “Management Fee”). For Fund I, the annual Management Fee is
calculated as a specified percentage of the sum of the aggregate capital contributions that have
been invested in Portfolio Companies which have not yet been disposed of. For Apex Fund I, the
Management Fee will be paid as follows: (i) with respect to the first year of each investment
consummated by Apex Fund I, annually in advance, on the acquisition date of the relevant
investment and (ii) thereafter, quarterly in advance on the first day of each calendar quarter. The
general partner intends to pay the Management Fee with proceeds received from Portfolio
Companies to the extent possible.

Offering and Organizational Expenses

A Fund will bear or reimburse the general partner for the organizational and start-up expenses of
the Fund, the general partner, and the Special Limited Partner 1, including, but not limited to, travel,
legal, capital raising, accounting, regulatory compliance, any administrative or other filings, and
other organizational expenses. A Fund will bear such organizational expenses; provided that the
Manager will bear (through an offset against the Management Fee or otherwise) the cost of all
such organizational expenses in excess of a cap if so specified in the Governing Documents.

Fund Expenses

Subject to any cap specified in the Governing Documents, a Fund will pay all expenses of the
Fund, including without limitation:
   • the offering and organizational expenses (as described above),

    The Special Limited Partner is an entity affiliated with the general partner, formed to receive carried interest.

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      •      transaction expenses,
      •      indemnification and insurance expenses,
      •      investor communication expenses, including data-room and internet portal expenses,
      •      expenses associated with meetings of the partners,
      •      broken-deal expenses,
      •      fees and expenses of lawyers, accountants, auditors, tax advisers, consultants, fund
             administrators and other service providers, including in-house legal and tax staff costs
             (such in-house costs to be at rates identified in an approved budget or, if there is none, at
             such affiliate’s normal and customary cost-reimbursed-basis rates, which shall not exceed
             the rates charged by outside counsel of comparable experience who are employed by the
             Fund or its affiliates),
      •      reasonable, actual out-of-pocket expenses incurred by the Manager in connection with
             performing its duties to a Fund,
      •      expenses of subsidiaries of a Fund to the extent not paid by such subsidiaries,
      •      expenses incurred in connection with the sale of a Fund asset,
      •      expenses incurred in connection with the dissolution, winding up, liquidation and
             termination of a Fund, fees and expenses incurred in connection with the borrowings of a
             Fund, and
      •      all other expenses of a Fund, not including expenses for which the general partner is
             responsible as set forth below.

A Fund shall reimburse the general partner, Manager or any limited partner for any costs advanced
by the general partner, Manager, or such limited partner on behalf of the Fund.

General Partner and Manager Expenses

The general partner and/or the Manager, as applicable, will generally be responsible for all
expenses incurred for its own activities including salaries and fringe benefits of professional,
administrative, clerical, bookkeeping, secretarial and other personnel employed by the general
partner or the Manager; provided that the general partner may charge to a Fund costs attributable
to the Fund associated with in-house legal and tax professionals and in-house bookkeeping service.
The general partner will not charge to a Fund (i) rent, office equipment, fire and theft insurance,
heat, light, cleaning, power, water and other utilities of any office space maintained by the general
partner on its own behalf or on behalf of a Fund (ii) stationery, office supplies for the general
partner and a Fund; (iii) secretarial services; travel and entertainment (to the extent not Fund
transaction expenses); (iv) local telephone service; publications and subscriptions; and (v) data
processing; and any other overhead type expenses. Apex Capital will also generally be responsible
for all fees and expenses incurred for services to a Fund or any Portfolio Company obtained from
affiliates within Grupo Mariposa, and no Fund or Portfolio Company will be responsible for such
fees and expenses, except to the extent described in the Governing Documents for a particular
Fund.

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Carried Interest
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ITEM 7: TYPES OF CLIENTS

Describe the types of clients to whom you generally provide investment advice, such as
individuals, trusts, investment companies, or pension plans. If you have any requirements
for opening or maintaining an account, such as a minimum account size, disclose the
requirements.

As noted above in Item 4 – Advisory Business, Apex Capital Panama provides discretionary
investment advisory services to the Funds. Limited partners of a Fund are not considered
investment advisory clients of Apex Capital. Fund limited partners may include high net worth
individuals, trusts, estates, family offices, university endowments, charitable organizations or
other corporations or business entities and could include, directly or indirectly, the members of the
Investment Committee or other employees of Apex Capital and its affiliates and members of their
families.

Investment minimums are set forth in each Fund’s Governing Documents. Apex Capital may
waive or reduce minimum investment requirements and reserves the right to decline any investor
in its sole discretion.

Other Investment Vehicles

In accordance with a Fund’s Governing Documents, the Manager may form feeder funds, parallel
funds, alternative investment vehicles, “friends and family” vehicles, or other investing entities to
facilitate investment by certain investors. Economic terms across Funds and other investment
vehicles may vary.

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