Emergent Strategic Partners LLC

Item 5 – Fees and Compensation
Emergent receives management fees from the Funds in connection with the Firm’s investment
management services and is entitled to receive allocations of carried interest from certain of the
Funds out of net proceeds realized upon a portfolio company liquidity event. Additionally,
consistent with the operative documents of a Fund, each Fund typically bears its own
organizational and operating expenses and reimburses Emergent for certain out-of-pocket
expenses incurred by Emergent in connection with the services provided to the Fund. Fees and
expenses are set forth in more detail within the relevant Fund operative documents.

Emergent may agree to reduce, waive, or calculate differently the management fees and carried
interest with respect to certain investors, including members, partners, stockholders, directors,
officers, affiliates, or employees of the Firm or its affiliates. Emergent may also enter into “side
letters” or similar agreements with certain investors in the Funds, granting such investors specific
rights, benefits, or privileges that are not made equally available to all investors.

Management Fees

Generally, management fees are calculated either as a percentage of the capital contributions of
Fund investors, as a percentage of invested capital, or as a fixed dollar amount, and are payable by
investors upon the closing of the Fund and/or on an annual basis. Fees may differ from one Fund
to another and could potentially vary among investors in the same Fund. Management fees paid
by a Fund are indirectly borne by investors in such Fund.
Carried Interest

In addition to the management fee, Emergent is entitled to receive allocations of carried interest
equal to a percentage of each Fund’s net profits, payable following the return of contributed capital
to investors, as described in greater detail in Item 6 and the applicable Fund’s operative documents.

Fund Expenses
Each Fund (or series thereof) will bear its own expenses as detailed in the operative documents.
Fund expenses generally include the costs and expenses that in the good faith judgment of the

Firm, are incurred in connection with or arise from the operations or activities of the Fund (or
series thereof) and the Fund’s (or any series’) investments in each portfolio company, including,
but not limited to, the following: (i) any sales taxes or other taxes, fees, penalties or government
charges of any kind which may be assessed against the Fund and all expenses incurred in
connection with any tax audit, investigation, settlement or review of the Fund; (ii) charges incurred
in connection with the purchase, holding or sale of securities in a portfolio company or any third-
party managed fund und through which the Fund invests in a portfolio company (including any
management fees or other expenses charged by such Fund); (iii) all costs and expenses (including
legal fees, judgments and amounts paid in defense and settlement) relating to litigation and
threatened litigation involving the Fund, including, without limitation, settlements of claims and
indemnification expenses; (iv) expenses incurred in connection with distributions made by the
Fund; (v) expenses associated with preparation and distribution of the Fund’s compiled financial
statements, tax returns and filings, Schedule K-1s and reports to the members; (vi) expenses related
to the investment financing, monitoring, enhancement, disposition or reporting of Fund assets;
(vii) fees, costs and expenses incurred in the organization, operation, administration, restructuring
or termination, liquidation, winding up and dissolution of any entities through which the Fund
makes investments; (viii) all fees and expenses attributable to normal and extraordinary investment
banking, commercial banking, accounting, third-party administration, escrow fees, auditing,
appraisal, legal, custodial, registration, valuation, investor relations, and operational services
provided to the Fund; (ix) premiums for insurance to protect the Fund, Emergent and its officers,
directors and members and any of their respective partners, members, stockholders, officers,
directors, managers, trustees, employees, agents, consultants or affiliates in connection with the
activities of the Fund; (x) expenses related to a transfer of an interest in the Fund (and admission
of a substituted member), but only to the extent not paid or otherwise borne by the transferring
member and/or the transferee; (xi) fees and expenses associated with any federal or state securities
law filings incurred in connection with the ongoing operations of the Fund; (xii) dissolution,
liquidation, wind-up and termination expenses of the Fund, including the establishment of reserves
as reasonably determined by Emergent; (xiii) expenses related to the implementation and
monitoring of anti-money laundering or “know your customer” compliance, anti-bribery and
corruption, cybersecurity and privacy policies, costs associated with compliance with the General
Data Protection Regulation, the California Consumer Privacy Act of 2018 and other foreign,
federal and state data privacy rules, and other procedures and controls related to the Fund /or its
members; (xiv) management fees; and (xv) any other reasonable out-of-pocket expenses related to
the business of the Fund as determined by Emergent in its sole discretion. The Fund shall maintain
adequate records to ensure that expenses are allocated appropriately to a particular series, where
appropriate. Emergent may allocate expenses among the series in its sole and absolute discretion.

Sub-advisory Fees
As compensation for its sub-advisory services, Emergent typically receives a fixed fee, a portion
of the management fee payable to the adviser of the Sub-Advised Fund and/or a portion of the
carried interest allocated to the general partner/manager of the Sub-Advised Fund.

Item 7 – Types of Clients
As noted in Item 4, Emergent provides investment advisory services on a discretionary basis to the
Funds. Investors in the Funds are “accredited investors” as defined in Regulation D under the
Securities Act. Except with respect to certain investors whose investments pre-dated the effective
date of the Firm’s SEC registration, performance-based fees are charged only to investors that are
“qualified clients” as defined in Rule 205-3 under the Advisers Act. In addition, certain Funds
require all investors to be “qualified purchasers” as defined in the Investment Company Act.

Investors in the Funds include, without limitation, high-net-worth individuals, trusts, estates,
corporations, business entities, foreign investors, and other institutional investors.

Any minimum amount investors must invest in a Fund is set forth in such Fund’s operative
documents and varies from Fund to Fund.