Jade Mountain Partners LLC

Item 5 – Fees and Compensation

In addition to the information provided in Item 4 – Advisory Business, this section provides additional details
regarding our firm’s services along with descriptions of each service’s fees and compensation
arrangements.        The exact fees and other terms will be outlined in the respective offering documents and
subscription agreement between you and Jade Mountain Partners.

Management Fees and Performance Fees
Jade Mountain Partners will charge an annual management fee of up to 2.00% based on the client’s assets
under management. Fees will be determined on a client-by-client basis and will be reflected in each client’s
contract. During the investment period, the management fee is generally calculated as a percentage of the
committed capital. Following the expiration of investment period, the management fee is generally
calculated as a percentage of invested capital.

Annual fees will be collected on a monthly or quarterly basis, depending on the terms of the contract;
collection in advance verses in arrears will also be reflected in the agreement between Jade Mountain
Partners and the client. If collected monthly, in advance, this means that the annual monthly fees would be
divided and billed monthly in advance and then collected at the beginning of each calendar quarter. If
collected quarterly, in advance, this means the annual quarterly fees would be divided and billed quarterly
in advance and then collected in advance of each calendar quarter.

If collected monthly, in arrears, this means the annual monthly fees would be divided and billed monthly in
arrears and then collected at the end of each calendar quarter. If collected quarterly, in arrears, this means
the annual monthly fees would be divided and billed quarterly in arrears and then collected at the end of
each calendar quarter. Fees will be pro-rated for partial periods.

In addition to the annual fee based on the value of the client's assets under management, Jade Mountain
Partners is compensated for its Investment Management and Consulting services through a performance-
based fee. Under this arrangement, the client will be charged a fee contingent upon the performance within
the client's account(s). The performance-based fee will be tied to the capital appreciation (i.e., capital gains)
or distributions from the account allocated at the end of each calendar quarter. The total performance-
based fee earned will be payable based on the realization of investments and distributions, in arrears.

The performance-based fee will generally not exceed 20.00% of the capital appreciation attained within the
client's account above certain hurdle rates. A performance fee (or performance allocation, as the case may
be) is a fee representing the asset manager’s compensation for managing an account which is based upon
a percentage of the net profits of the account being managed and is subject to claw-back.
See Item 6 – Performance-Based Fees and Side-by-Side Management for more details regarding Jade
Mountain Partners’ performance-based fee arrangements.

Management Fees and performance-based fees are either called from Investors or withheld from
distributions to Investors, as applicable.

Expenses
Each Client is responsible for expenses related to its respective operations and activities, including
expenses associated with its investment portfolio and, if applicable, its proportionate share of the direct
expenses of the third-party service providers. The direct expenses incurred by each Client, which are
outlined in detail in their respective contract may vary depending on the nature of the operations and
activities of a Client. The following is a list of expenses that are typically borne by the investors. This list is
not intended to be exhaustive; existing Investors are advised to review the applicable Client’s Offering
Materials and Organizational Documents for a more extensive description of the expenses associated with
an investment.

Jade Mountain Partners, LLC                         Page 6                 Form ADV Part 2A Firm Brochure

   •   Legal fees (including costs for in-house legal advice and/or services charged or attributed or
       allocated by the Adviser and its Affiliates to the Investors or their Portfolio Entities on matters related
       to potential or actual Investments or transactions of the Investors and their Portfolio Entities, as
       applicable; provided, that any such expenses, fees, charges or related costs shall not be greater
       than what would be paid to an unaffiliated third party for substantially similar services)
   •   Placement fees, brokerage, and due diligence of placement agents
   •   Regulatory filing fees of the Investors, including but not limited to compliance with U.S. federal and
       state securities laws and international laws
   •   Risk management
   •   Data aggregation
   •   Administrative fees (including independent administration/accounting costs), expenses and
       charges, including overhead related thereto
   •   Administrator fees and due diligence of such administrator or other service provider
   •   Servicing charges
   •   Organizational expenses
   •   Operating expenses
   •   Consultant, operating partner, and senior advisor expenses
   •   Technology expenses (including third-party as well as internally allocated charges)
   •   Certain software fees and licenses
   •   Audit and accounting fees
   •   Fees and expenses associated with brokerage services (including broker account charge,
       brokerage commissions and distribution fees)
   •   Fees and expenses associated with borrowing, guarantees and other financing, including interest
       charges
   •   Fee and other expenses incurred in connection with derivative transactions and / or hedging
   •   Expenses associated with the development, negotiation, acquisition, settling, holding, monitoring
       and disposition of Investments and transaction fees
...

Item 7 – Types of Clients

Jade Mountain Partners will provide investment advice to the following types of clients:

    •   Pension and profit-sharing plans
    •   Other pooled investment companies (e.g., hedge funds)
    •   Corporations or business entities other than those listed above
    •   Insurance Companies

You are required to subscribe to our fund or execute a written advisory agreement with Jade Mountain
Partners in order to establish a client arrangement with Jade Mountain Partners.

There are no minimum investment amounts or conditions required for establishing an account managed by
Jade Mountain Partners. However, all clients are required to either subscribe to our fund or execute an
advisory agreement for services in order to establish a client arrangement with Jade Mountain Partners and
must be an eligible for performance-based fees in accordance with Section 205(e) of the Investment
Advisers Act of 1940.

In some cases, Jade Mountain Partners may permit some or all of their qualified employees or affiliates to
invest in vehicles or strategies managed by Jade Mountain Partners or its affiliates, either as limited
partners, shareholders or otherwise. External investors may also participate in these vehicles or strategies.
When Jade Mountain Partners, its employees or affiliates invest in the same investment opportunities as
clients may invest, there is potential for conflicts of interest to develop with respect to investment allocations
or disinvestments, fees, expenses, and performance results, which can be exacerbated based on the size
of internal interests. In these vehicles or strategies, generally, internal interests will receive reduced or
waived investment advisory fees, incentive allocations, carried interest, administrative fees or other
management fees and expenses. Some expenses incurred in connection with the investment activity are
normally passed on to all investors. Due to the reduction or waiver, internal investors may bear lower costs
and expenses as compared to external investors. Jade Mountain Partners oversees these investments to
ensure that clients’ accounts are not disadvantaged by the investment structure. Such co-investment
structures are only permitted with respect to investments that do not involve ongoing trading activity in
securities.