Aphias Capital LP

5 “Fees and Compensation.” Additionally, to the extent that Aphias has Funds with varying carried
interest terms (including amount, timing, waterfall conditions or other terms) and/or Aphias
personnel are assigned varying percentages of carried interest from the Funds, Aphias and such
personnel are subject to potential conflicts of interest, to the extent they are involved in identifying
investment opportunities as appropriate for Funds from which they are entitled to receive a higher
carried interest percentage.

        Aphias will seek to address the potential for conflicts of interest in these matters with
allocation policies that provide that transactions and investment opportunities will be allocated to
the Funds in accordance with each Fund’s investment guidelines and Governing Documents, as
well as other factors that do not include the amount of performance-based compensation received
by Aphias or any personnel, as discussed further under “Conflicts of Interest” under Item 8.

         The existence of performance-based compensation has the potential to create an incentive
for a General Partner to operate the Funds in a riskier, more speculative or other manner that is
less favorable to investors than it would otherwise in the absence of such arrangement, although
Aphias generally considers performance-based compensation to better align its interests with those
of its investors, particularly in instances where the Governing Documents include terms requiring
clawback or giveback of performance-based compensation amounts at the end of the relevant
Fund’s life or at certain interim intervals.

ITEM 7          TYPES OF CLIENTS

        The Management Company provides investment advice solely to its Fund clients, and
references throughout this Brochure to “clients” and to Aphias’ 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 investment pools under the Investment Company Act of 1940, as amended,

and the rules and regulations promulgated thereunder (the “Investment Company Act”). The
investors participating in the Funds generally are expected to include individuals, banks or thrift
institutions, other investment entities, university endowments, sovereign wealth funds, family
offices, pension and profit-sharing plans, trusts, estates or charitable organizations or other
corporations or business entities and often include, directly or indirectly, principals or other
personnel of Aphias and its affiliates and members of their families, Operations Group members
or other Service Providers retained by Aphias or a Fund, as well as executives of portfolio
companies.

        The General Partner also generally is permitted 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 Governing
Documents of the related Fund.

        Fund I generally has a minimum investment amount of $10 million for third-party
investors, and Fund interests are offered and sold solely to (i) “accredited investors,” as that term
is defined in Regulation D promulgated under the U.S. Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder, (ii) “qualified clients,” as that term is defined
under the Advisers Act, and (iii) unless waived in the sole discretion of the General Partner,
“qualified purchasers,” as that term is defined under the Investment Company Act. Aphias
generally is permitted to waive such minimum investment amount in its sole discretion.