EMET Capital Management LLC

Item 5 – Fees and Compensation

All of Emet’s Advisory Clients currently are investment vehicles exempted from the definition of
investment company by Section 3(c)(7) of the Investment Company Act of 1940 and we expect
any new Advisory Clients to be “qualified purchasers” or private funds with “qualified purchaser”
investors. All fees and other compensation are set forth in the agreements between Emet and our
Advisory Clients and are disclosed to investors through the offering documents for the vehicles.
Emet’s fees generally consist of a management fee that is a flat percentage (generally 1-2%) of
capital commitments or invested capital depending on the lifecycle of the relevant Advisory Client
and a carried interest to Emet or a related person in the profits of the Advisory Clients (generally
20%).

The governing documents of each Advisory Client permit the negotiation of fees and Emet has
discretion to waive or otherwise modify fees with respect to any investor, including Emet
affiliates. Each Advisory Client, or the relevant general partner, has entered into, and may in the
future enter into additional side letters or other similar agreements with certain investors that
have the effect of establishing rights (including economic or other terms) under, or altering or
supplementing the terms of, the governing documents with respect to such investors. This
includes seed investors. Such side letters present a potential conflict of interest and Emet will
only enter into such side letter agreements when Emet does not reasonably expect that doing so
will have a material, negative effect on other investors in the Advisory Client or any similar pool
of assets.

Each Advisory Client’s administrator calculates the management fees in the place of the general
partners of the Advisory Client, and Emet causes the Advisory Client to pay them to the general
partner or to Emet. Emet’s management fees are fixed based either on committed capital or
invested capital as set forth in the relevant fund client documents and are not refundable. The
management fees are payable quarterly, in advance, and are deducted directly from each
investor’s capital account. Investors in Emet’s Advisory Clients are entitled to a return of their
contributed capital plus a preferred return before Emet or its related persons are entitled to any
carried interest.

In addition to such fees and compensation, each Advisory Client generally will bear organizational,
offering, and operating expenses. Each Advisory Client typically pays its own organizational and
offering expenses including, but without limitation, legal, financial, accounting, consulting and
other costs and expenses incurred in connection with fund formation and the offering of interests,
up to an agreed upon cap. The Advisory Clients also bear all costs and expenses relating to the
Advisory Clients activities, operations, and maintenance, including, without limitation, all fees,
costs, and expenses associated with the following: the sourcing, acquiring, holding, monitoring,
and disposing of Advisory Client investments, or proposed Advisory Client investments or other
investments (including, without limitation, consulting services, due diligence and investment-
related travel expenses, as well as all fees and expenses due to any legal, financial, accounting,
consulting, or other advisors, or any finders, or investment banks, in connection with the sourcing,
acquiring, holding, monitoring, and disposing of Advisory Client investments or proposed
Advisory Client investments); all entity-level taxes, fees, or other governmental charges
(including, without limitation, any entity-level taxes, fees, or other governmental charges levied
against any AIV or SPV); costs and expenses attributable to any regulatory filings of Emet or any
of our subadvisors, including, without limitation, Form PF, the costs of any insurance in respect
of the operations of any Advisory Client (including, without limitation, any directors and officers

insurance); expenses incurred in connection with the collection of monies owed to any Advisory
Client; extraordinary expenses (including, without limitation, litigation-related and
indemnification expenses); legal, auditing, consulting, research, and accounting fees and expenses;
the costs of any reporting to investors and meetings with investors; the reasonable out-of-pocket
expenses, if any, incurred by members of any advisory board in connection with their activities on
behalf of an Advisory Client, and the reasonable fees and expenses of legal counsel and/or
professional advisors engaged by any advisory board; the maintenance of the Advisory Client’s
books and records; and expenses incurred in connection with the dissolution, liquidation and
termination of an Advisory Client.

With respect to all costs, fees and expenses incurred, Emet makes a determination to which of the
following categories such costs, fees and expenses are allocable: solely to Emet, solely to one of
the Advisory Clients (or one of their portfolio companies or other affiliates), to more than one of
the Advisory Clients (or more than one of their portfolio companies or other affiliates) but not to
Emet, or to both Emet and to one or more of the Advisory Clients (or one or more of their portfolio
companies or other affiliates). Such determination shall be made in accordance with the provisions
set forth in Emet’s Expense Allocation Policy, and, once such determination is made, Emet shall
allocate each of such costs, fees and expenses as provided therein. Generally, costs, fees and
expenses that are attributable to more than one of the Advisory Clients shall be allocated fairly
between and among such Advisory Clients in a manner that is fair and equitable based on the
nature of the costs, fees and expenses and the benefits derived therefrom. The Firm’s Chief
Financial Officer, along with the Chief Compliance Officer, shall be responsible for determining
...

Item 7 – Types of Clients

Emet currently manages the assets of U.S. privately offered pooled investment vehicles for which
its related persons act as general partner or sponsor, as well as certain parallel and alternative
investment vehicles. The Advisory Clients’ structures most resemble those of “private equity
funds” and would be considered “private funds” for purposes of the Advisers Act.

Emet generally requires investors in its Advisory Clients to initially commit to a minimum of
$1,000,000, although it may, in its sole and absolute discretion, accept a lesser amount.