EFM Investments & Advisory LLC

Item 5: Fees and Compensation
This Brochure provides a general overview of EFM’s advisory services, including a summary of fees and
expenses. Specific terms, including detailed information regarding fees, expenses, and other charges
applicable to each Fund or SMA, are set forth in the governing documents for such vehicle. Investors should
carefully review the applicable governing documents for complete details.

EFM, or one of its affiliates, typically receives compensation for providing investment advisory services from
each of the Funds in the form of:

(a) management fees based on a percentage of assets managed (generally capital committed or capital
    invested);
(b) performance fees which represent a percentage of cash available for distribution to certain members
    above and beyond payment of the performance distribution; and,
(c) reimbursement of certain ongoing and organizational expenses.

The specific details of how we calculate our management fee and performance-based compensation is
defined in the Funds’ governing documents. As performance fees are paid from distributions as defined in
the Funds’ governing documents, we do not receive performance-based compensation on a regularly
scheduled basis.

We deduct management fees directly from the Funds accounts each quarter. Whether these deductions
are in arrears or in advance is determined by the terms applicable to the specific Fund and is set forth in the
governing documents.

In addition, as provided within the Funds’ governing documents, EFM or other affiliates receive additional
compensation from consulting fees, transaction fees or expense reimbursements in connection with
management and other services performed for portfolio companies of Fund and such compensation will
offset in whole or in part the expenses otherwise payable to EFM to the extent provided by the applicable
governing documents.

Expenses

The Adviser shall bear all normal operating expenses incurred in connection with the management of the
Funds, including expenditures on account of salaries, wages, and benefit-related expenses of employees of
the Adviser, rentals payable for space used by the Adviser, the general partner or the Funds, utilities, office
supplies and equipment.

The Funds shall bear all fees, costs, expenses, liabilities, and obligations relating to the Funds’ and/or its
subsidiaries’ activities, investments and business (to the extent not borne or reimbursed by a portfolio
company), as more fully described in the Fund’s agreement.

The Funds will bear the out-of-pocket expenses incidental to the organization of the Fund up to pre-
determined limits, all parallel funds, the general partner and the Adviser (“Organizational Expenses”). Any
placement fees and related expenses payable with respect to the sale of limited Fund interests in the Fund
shall be payable by the Funds, but shall reduce the management fee. Any placement agent fees in
connection with the subscriptions for Interests shall be borne by the general partner, the Adviser or an
affiliate through a reduction in the management fee.

The Funds shall pay, or reimburse the general partner, the Adviser or any person advancing payment for, all
Fund Expenses to the extent not reimbursed by a Portfolio Company or prospective portfolio company. In
addition, the Fund, the general partner, the Adviser or any of their affiliates may charge portfolio companies
for any expenses the general partner reasonably determines are attributable to such portfolio company or
the Funds’ investment or prospective investment therein or liquidation thereof.

Any expenses: (i) that relate to an investment and that benefit one or more investment entities advised or
managed by the Adviser (including, for the avoidance of doubt, the Related Funds), such expenses may be
allocated among the Funds and such entities pro-rata in proportion to their relative investment amounts in
such investment; and (ii) that do not relate to an investment and that also benefit one or more investment
entities advised or managed by the Adviser (including, for the avoidance of doubt, the related funds), such
expenses may be allocated among the Funds and such entities: (1) pro-rata in proportion to the aggregate
capital commitments of the Fund together with any such other entities; (2) pro-rata in proportion to relative

invested capital of the applicable funds; (3) to the most recent vintage fund; or (4) by any other reasonable
method of allocating expenses.

The Funds may bear its pro-rata share (in proportion to the relative capital commitments to the EFM Funds)
of the broken deal expenses with respect to a prospective investment in respect of which a co-investment
opportunity was anticipated, irrespective of whether a determination had been made as to the identity of
any potential co-investors or the amount of the anticipated co-investment opportunity prior to the time that
it was determined that the prospective investment would not be consummated by the Fund.

Item 7: Types of Clients
Clients generally include separately managed accounts or 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.

The Investors participating in the Funds, or the underlying beneficial owners of the SMAs generally include
other investment entities, family offices, or other corporations or business entities and from time to time
include, directly or indirectly, principals or other employees of EFM and its affiliates, operating partners or
other service providers retained by EFM, as well as executives of portfolio companies.