Firebird Management LLC

Item 5 – Fees and Compensation

Management Fees

Except for Amber I, each of the Firebird Funds pays the applicable Advisor a
management fee that is calculated as a percentage of assets under management by such
Advisor that ranges from 0.5% to 2% of net assets on an annual basis. Fees are generally
payable quarterly in advance, calculated and accrued on the first business day of the
calendar quarter based on the net asset value as of the last business day of the
immediately preceding calendar quarter. Investments in the Funds made by any of the
Advisors and/or their affiliates and/or the principals or employees of any of them are
generally not subject to the management fee. Each underlying investor in a Fund bears
indirectly the fee attributable to that investor’s holdings in the Fund.

Fees paid in advance are not refundable.

Amber I does not pay Firebird PE a management fee. Amber I pays Amber Management
a management fee that is calculated as a percentage of assets under management. Amber
Management in turn pays Firebird PE and KJK a portion of the management fee. Amber
II pays directly to each of Amber Management II, Firebird PE and KJK a percentage of
the management fee. During the initial investment period for each of the Amber Funds,
the management fee was calculated as a percentage of assets committed to each Fund.
Thereafter the management fee is calculated as a percentage of the Net Asset Value of
each of the Amber Funds. The management fee paid by Amber I and Amber II is equal
to 1.5 and 2% of net assets, respectively, on an annual basis.

Performance-Based Compensation

Each Advisor or an affiliate receives a performance-based allocation in compliance with
Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
The performance allocation is typically on an annual basis at the end of each year and is
generally equal to between 15% and 20% of the net profits of each Fund, excluding,
where applicable, appreciation or depreciation in any Special Situation Investment (as
defined in the relevant Fund governing documents), which is only allocated when there is
a realization of such Special Situation Investment, as determined by the Advisor, or until
the Advisor determines that the Special Situation Investment should no longer be

designated as such. The performance allocation is deducted from the account of each
underlying Fund investor in the amount attributable to that investor’s holdings in the
Fund.

The performance allocation is typically subject to a high water mark, so that no
performance allocation is made unless the value of client assets has increased since the
last prior performance allocation. If the client terminates the investment management
agreement, or an underlying investor withdraws its assets from a Fund, the performance
allocation will be calculated and payable on the date of termination or withdrawal.

Firebird Value Holdings LLC, an affiliate of Firebird Value, is allocated an annual
performance allocation from Firebird U.S. Value Fund equal to 30% of the excess of the
net realized and unrealized appreciation in net asset value of each investor’s investment
over the net appreciation that would have been generated if the balance of an investor’s
capital account was indexed to the performance of the fund’s benchmark.

The Amber Funds are subject to a typical private equity carried interest. At the end of
each calendar year, or in certain instances within sixty days of the disposition of a
portfolio investment, each underlying investor’s proportionate share of any net income
and/or proceeds from the disposition of portfolio companies will be distributed first,
100% to each investor in the Fund (including the holders of Participating Shares), until
the cumulative distributions to each such investor equal the amount of funded
commitments to the Fund by such investor, and a preferred return of 6% per annum; then
100% of all distributions to Firebird PE and KJK (either directly or through Amber
Management) until they have received an amount equal to 20% of all distributions; and
then 80% to each investor in Amber I or Amber II and 20% to Firebird PE and KJK. The
amounts received by Firebird PE and Amber Management with respect to Amber I, and
by Firebird PE and KJK with respect to Amber II are split one-half each.

Fee Differentials

In limited circumstances, certain underlying investors in each Firebird Fund, other than
the Amber Funds, have other unique arrangements with the applicable Advisor for such
Fund, such as preferential fees, liquidity or transparency. For example, principals of the
Advisors (other than Firebird PE) do not pay the management fee and are not subject to
the performance allocation with respect to their investments in each of the Funds. In
addition, investors such as those providing large or initial investments in a Fund may
have specially tailored arrangements with respect to their investment in a Fund, for
example, reservation of investment capacity or co-investment opportunities. The
applicable Advisor may enter into such arrangements without notice to, or the consent of,
investors in a Fund, and other investors in the Fund will not be entitled to comparable
terms.

Payment of Fees

The administrator for each Fund (other than the Amber Funds) deducts from the account
of each investor subject to such fees the quarterly management fee, prorated if the

account was opened during that quarter, and the annual performance allocation, if
applicable.

Firebird PE does not deduct advisory fees or other expenses directly from the Amber
Funds. Payment of fees to Firebird PE for services provided to the Amber Funds are
calculated and paid by Amber Management or Amber Management II, as applicable, or
their respective administrators.

Additional Fees and Expenses

In addition to the fees paid to the Advisors, each Fund bears all other expenses related to
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Item 7 – Types of Clients

The Advisors offer their investment advisory and/or management support services, as
applicable, to private investment funds that are exempt from registration under the
Investment Company Act. New investors in the Funds must be accredited investors (as

defined in Regulation D under the Securities Act), and if they are U.S. persons (as
defined by applicable regulations), must also be qualified clients (as defined under the
Advisers Act) or qualified purchasers (as defined under the Investment Company Act), or
certain employees of the Advisors or other affiliated entities.

Investors in the Funds include high net worth individuals; pension and profit-sharing
plans; charitable organizations and foundations; corporations, partnerships, LLCs or other
businesses; and trusts.

Eligibility requirements and minimum investment amounts are set forth in the governing
documents for each Fund. Minimum contribution amounts are typically subject to
reduction by the applicable Advisor, provided that contribution amounts may not be
reduced below certain statutorily required minimums.