Arene Capital Management LP

Item 5: Fees and Compensation

Management Fee

As an investment adviser to the Funds, as governed by the Offering Documents, Arène expects to
receive a management fee (the “Management Fee”) each month, paid in advance and pro-rated for
partial periods. Arène intends to offer different classes of interests, and the Management Fee will vary
based on the class of interest selected. The specific rates, calculation methodology and other terms of
the Management Fee applicable to each class of interest are detailed in the Offering Documents.

Arène may reduce, waive or calculate differently the Management Fee for any Investor in the Feeder
Funds, including but not limited to, members, employees and affiliates of Arène.

Other Expenses

As set forth in the Offering Documents, each Feeder Fund will bear its own expenses and its pro rata
share of the Master Fund’s expenses and any trading vehicle’s expenses, including the following: (i) the
Management Fee; (ii) expenses related to the research, due diligence and monitoring of actual and
prospective Master Fund investments (whether or not consummated) and the consummation of
investments, including the following: third-party investment sourcing fees; fees charged by Arène or
its affiliates to provide investment sourcing services to, or on behalf of the Master Fund or any trading
vehicle; fees and expenses related to obtaining, analyzing, visualizing, vetting, processing, storing or
otherwise using research and market data (including any information technology hardware, software
or other technology incorporated into the cost of obtaining such research and market data, and
expenses related to obtaining, processing and analyzing “big data” or “alternative data”); due diligence
expenses including consulting and appraisal fees; travel expenses; brokerage, prime brokerage and
futures commission merchant fees, commissions and expenses, including the costs related to third-
party trading desks; expenses related to the negotiation of prime brokerage and other counterparty
agreements and related diligence inquiries; expenses relating to short sales; clearing and settlement
charges; custodial fees and expenses; bank service fees; interest expenses and fees related to financings
or refinancings; fees and expenses of proxy research and voting services and/or class action recovery-
related services; and fees and expenses of third-party professionals, including consultants, expert
networks, investment bankers, appraisers, attorneys, accountants, providers of outsourced trading or
“middle-office” or “back-office” services and related technology products, models, systems and
services, order management products, models, systems and services, risk management products,
models, systems and services, portfolio management products, models, systems and services, and
valuation consultants and valuation-related software; (iii) organizational and reorganizational expenses,
including but not limited to the creation or operation of any special purpose vehicles or other entities
created to facilitate trading or investments; and (iv) operational expenses, including the following: fees
and expenses relating to information technology hardware, software or other technology (including
costs of software licensing, implementation, data management and recovery services and custom
development) used to research investments, evaluate and manage risk, facilitate valuations, facilitate
accounting functions, facilitate compliance with the rules of any self-regulatory organization or
applicable law (including reporting obligations), facilitate and manage the order execution of securities
by the Funds or any affiliated trading vehicle or otherwise manage the Funds or any affiliated trading
vehicle, such as Bloomberg terminals, portfolio management systems, risk management systems and

Arène Capital Management LP                                                    Form ADV Part 2A
order management systems; fees and expenses of third-party risk management products, models and
services; third-party administrative fees and expenses; fees and expenses of third-party professionals,
including consultants, valuation service providers, attorneys and accountants; the expenses of any
actual or anticipated litigation, investigation, regulatory action, arbitration or other dispute-resolution
process involving activities of the Funds or any affiliated trading vehicle (including the expense of
meeting the requirements of any judgment, sanction, or other award or settlement entered into with
respect to the Funds or any affiliated trading vehicle or their respective activities); taxes, fees and
other governmental charges levied against the Funds or any affiliated trading vehicle and all expenses
incurred in any tax audit, inquiry, settlement or review; third-party audit and tax preparation expenses;
insurance expenses, including premiums for cybersecurity insurance and liability insurance covering
Arène, the General Partner and the members, partners, managers, officers, employees and agents of
any of them, and each member of the Governance Committee; fees, costs and expenses associated
with meeting indemnification obligations; fees and expenses of the General Partner, any of the Funds
and/or any affiliated trading vehicle’s directors and officers (including any AML Officers), as applicable;
fees and expenses of the Governance Committee, including but not limited to the costs related to
meetings of the Governance Committee; costs of preparing and distributing reports and notices; taxes;
expenses incurred in connection with negotiating and complying with provisions of any side letter
agreement; fees and expenses related to compliance with the rules of any self-regulatory organization
or applicable law in connection with the activities of the Funds or any affiliated trading vehicle, including
any governmental, regulatory, licensing, filing or registration fees or taxes (including fees and expenses
...

Item 7: Types of Clients

Currently, Arène provides investment advice only to the Funds. The Offering Documents of the Funds
sets forth the eligibility criteria for Investors. Subject to the discretion of Arène to accept less, the
minimum initial investment threshold for the Funds is $1,000,000 to $5,000,000, depending on the
class of interests of the Feeder Funds. Additional subscription minimums are disclosed in the Offering
Documents for each Fund.

Arène Capital Management LP                                                  Form ADV Part 2A

Domestic Fund

Each Investor generally must be (i) an “accredited investor”, as defined in Regulation D under the U.S.
Securities Act of 1933 (the “Securities Act”), and (ii) either a “qualified purchaser”, as defined in the
U.S. Investment Company Act of 1940 (the “Company Act”), or a “knowledgeable employee”, as
defined under Rule 3c-5 of the Company Act and must meet other suitability requirements. Interests
may not be purchased by non-resident aliens, foreign corporations, foreign partnerships, foreign trusts
or foreign estates, all as defined in the Internal Revenue Code. The Subscription Agreement contains
representations and questionnaires relating to these qualifications.

Offshore Fund

Each Investor generally must be either (i) a non-U.S. Person or (ii) a Permitted U.S. Person that qualifies
as an “accredited investor,” as defined in Regulation D under the Securities Act, and either a “qualified
purchaser,” as defined in the Company Act, or a “knowledgeable employee,” as defined under Rule
3c-5 of the Company Act, and must meet other suitability requirements. The Subscription Agreement
contains representations and questionnaires relating to these qualifications.