Atlas Merchant Capital LLC

Item 5. Fees and Compensation
The Governing Fund Documents for each Fund set forth in detail the fee structure relevant to such
Fund. As compensation for its services, Atlas generally charges an annual management fee,
payable quarterly (the “Management Fee”), as set forth in the Governing Fund Documents for each
Fund. The Management Fee of each PE Fund is generally based on a percentage of the Fund’s
capital commitments during the investment period, and thereafter based on a percentage of capital
invested, and is typically billed quarterly in advance. The Management Fee payable by a PE Fund
may be paid out of current income and disposition proceeds of the Fund or from drawdowns which
will reduce unfunded capital commitments. As of the date of this Brochure, the maximum
Management Fee rate payable by a PE Fund is 2% per year of capital commitments.

The Management Fee charged to the Regional Depository Fund is generally based on the
committed capital of the investor and is billed quarterly in advance. As of the date of this Brochure,
the maximum Management Fee payable by the Regional Depository Fund is 2% per year of such
total committed capital.

The Management Fee charged to a Co-Investment Vehicle is generally based on the invested
capital of the investor and is typically billed annually in advance.

The Management Fee charged to the SPAC Fund is generally based on the net asset value of the
capital account of the investor and is billed quarterly in advance. As of the date of this Brochure,
the maximum Management Fee rate payable by the SPAC Fund is 0.25% per year of such net asset
value.

Atlas may elect to reduce, waive or calculate differently the Management Fee with respect to any
investor. In the unlikely event Atlas does not provide services for the full period, a portion of the
Management Fee is typically required to be returned to investors. In general, the amount of fees
returned is calculated based on the number of days remaining in the applicable period.

The Management Fee will typically be reduced (but not below zero) by an amount equal to 100%
of the investor limited partners’ proportionate share of any other fees allocated to the Fund
including but not limited to, transaction fees, break-up fees, director fees, monitoring fees,
advisory fees, consulting fees and similar fees or compensation (net of related expenses)
(“Transaction Fees”) paid to Atlas related to a Fund investment or potential Fund investment in a
portfolio company (to the extent allocated to the Fund’s investment or potential investment in such
portfolio company). Transaction Fees do not include: any management, advisory or other fees
received by a General Partner (as defined below), Atlas, the Principals or any of their respective
affiliates for investments that are not related to portfolio investments of a Fund; and any fees
received by a General Partner, Atlas, the Principals or any of their respective affiliates in
connection with services, activities or lines of business unrelated to the Funds. The types of fees
that do or do not constitute Transaction Fees may vary among the Funds. In accordance with the
Fund’s Governing Fund Documents, Transaction Fees paid by or attributable to any Fund’s
portfolio company will generally be allocated based on the applicable Fund’s percentage
ownership of such portfolio company, in proportion to the capital invested by all investors in the
company. If more than one Fund is invested in any portfolio company, then the fees allocated to
the Funds will generally be based on the respective Fund’s percentage ownership of such portfolio
company. Fees allocated to a Fund will generally be further allocated among all investors in such
Fund pro rata, based on each investor’s capital contributions.

The general partners of the Funds, which are affiliates of Atlas (the “General Partners”), are
generally eligible to receive a performance-based incentive allocation or carried interest, with
respect to realized or unrealized investments, which is determined as a percentage of profits
derived from the Funds’ investments (after taking into account expenses of the Fund, including
Management Fees and, in the case of PE Funds and the Regional Depository Fund, following a
preferred return to the Fund’s investors). If the performance-based carried interest of a PE Fund or
the Regional Depository Fund results in an over-distribution of the agreed upon amount of carried

interest to the General Partner, the General Partner is subject to an after-tax “claw back”
arrangement. As of the date of this Brochure, the maximum carried interest allocable to the General
Partner of a PE Fund and of the Regional Depository Fund, respectively, is 20% of the profits
derived from the disposition of investments (after taking into account expenses of the Fund,
including Management Fees) and the maximum incentive allocation allocable to the General
Partner of the SPAC Fund is 10% of the aggregate net capital appreciation attributable to a capital
account for a fiscal year.

In addition to the Management Fees and performance-based fees described above, each Fund is
responsible for its own start-up costs, as set forth in the Governing Fund Documents, including but
not limited to, legal, accounting, filing and other out-of-pocket expenses of organizing and raising
capital (“Organizational Expenses”) and all placement fees. The fees, costs and expenses that
constitute Organizational Expenses will vary from Fund to Fund. Pursuant to the PE Fund
Governing Fund Documents and the Regional Depository Fund Governing Fund Documents,
excess Organizational Expenses of a PE Fund and the Regional Depository Fund over a threshold
amount will typically reduce the Management Fees otherwise payable by such PE Fund or the
Regional Depository Fund, as applicable, by an identical amount. All placement fees will reduce
the Management Fees otherwise payable by a PE Fund or the Regional Depository Fund, as
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Item 7. Types of Clients
Atlas provides investment advice to the Funds and the Co-Investment Vehicle Clients, which are
private investment vehicles that are exempt from registration under the Investment Company Act.
Interests in the Funds and Co-Investment Vehicle Clients are typically offered only to “qualified
purchasers” as defined in Section 2(a)(51) of the Investment Company Act, and “accredited
investors” as defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended (the
“Securities Act”). The Funds are marketed exclusively to institutional investors (e.g., trusts,
employee benefits plans, endowments, foundations, corporations, and other types of entities,

including private funds of funds) and high net worth individuals. Investment advice is provided
directly to the Funds and not individually to the limited partners of a Fund.

Prospective investors should refer to the Governing Fund Documents of each respective Fund for
information on minimum investment requirements. Typically, Atlas requires a minimum
investment of $10,000,000 for its PE funds and for the Regional Depository Fund, although each
General Partner, in its sole discretion, may accept lesser amounts and has accepted lower amounts.