LEM Capital LP

Item 5. Fees and Compensation
The specific terms of LEM’s compensation by each Fund are dictated by the Fund’s
organizational documents, private placement memoranda, limited partnership
agreements, management and advisory agreements, and any other applicable
agreements (such as side letters or fee waivers) which are provided to Fund investors
(collectively known as the “Fund’s Governing Documents”).
Management Fee - Each Fund pays a management fee (the “Management Fee”). A
Fund’s Management Fee generally will commence on the date of the Fund’s initial
closing and thereafter will be paid on the first b u s i n e s s day of each calendar
quarter in advance. The Management Fee rate generally ranges from 1.00% to
1.50% but may be negotiated lower for certain investors based on the size of their
commitments to a Fund, their investment in prior Funds and the timing of closing
into a Fund. Generally, the Management Fee rate is applied to a Fund’s total capital
commitments during the Fund’s investment period, and on the Fund’s remaining
invested capital thereafter. As such, the Management Fee will vary based upon,
among other things, the capital commitments by its various investors and the
investment lifecycle of the Fund.
If a Fund’s investment advisory agreement with LEM terminates during a period
covered by Management Fees paid in advance, LEM would pro-rate such
Management Fee and reimburse a Fund the portion of such Management Fee
covering the remainder of the period.
Carried Interest - In addition, the LEM Funds allocate a portion of their total
investment profits (generally 20%) to their respective Fund general partners which
are related persons with respect to LEM, as set forth in each of the Fund’s Governing
Documents (such profit allocation is commonly referred to as a “Carried Interest”).
The foregoing performance-based carried interest is generally paid after the payment
of a preferred return (generally 8%), compounded annually, on the Fund investors’
unreturned capital contributions and the return of all Fund investors’ contributed
capital. Carried Interest is eligible to be paid upon the distribution of operating cash
flow and proceeds generated by the realizations of each Fund’s portfolio
investments pursuant to a priority distribution waterfall as described in each of the
Fund’s Governing Documents. LEM Funds’ Carried Interest is charged in
compliance with Rule 205-3 under the Investment Advisers Act of 1940, (as
amended, the “Advisers Act”).
Upon liquidation and dissolution of a Fund, LEM will be required to restore certain
amounts to the Fund for distribution to the Fund’s investors, to the extent that LEM
has received Carried Interest distributions over the life of the Fund that are in
excess of the amounts the general partner would have been entitled to receive if all
distributions had been applied on an aggregate basis covering all of a Fund's
transactions. However, LEM is not required to restore more than the Carried Interest
distributions it received, less an amount representing income taxes thereon
(generally, based on federal, state, and local tax rates at the time of repayment). LEM

will also be obligated to restore distributions with respect to waived Management
Fees (if any) to the extent such distribution exceed the allocations of Fund profits
to the affiliated general partner with respect to the waived Management Fees. LEM
Management Fees and Carried Interest distributions are deducted from the assets or
distributions of the Fund and Fund investors are not separately billed for these items.
Fund Expenses - Each Fund pays offering and organizational expenses incurred in
connection with the organization of each Fund and its related entities up to a certain
maximum limit set forth in the Fund’s Governing Documents. These expenses
include all travel and accommodation expenses regarding the marketing of a Fund,
legal and accounting expenses, expenses related to attendance at industry
conferences, filing fees, legal fees including negotiating side letters with specific
investors and printing costs, and other similar expenses including any of the above
that were advanced by LEM or its affiliates.
No commissions, placement fees or other remuneration will be paid by the LEM
Funds to any person in connection with the offering and/or sale of interest in the
Funds, unless the Fund’s Governing Documents specifically allow for such fees.
The LEM Funds are charged with all costs and expenses relating to the activities
and operations of the Fund and their subsidiaries, generally including, but not limited
to: (i) administrative fees, costs and expenses related to the operation of the Fund
(including fees, costs and expenses of third party accountants, lawyers and other
professionals incurred in connection with the Fund’s annual audit, legal compliance,
financial reporting, legal opinions and tax return preparation for the Fund and its
affiliated general partner) (ii) fees, costs and expenses related to the acquisition,
management, development, renovation, financing, hedging, refinancing and sale or
other disposition of investments and the evaluation of potential investments
(regardless of whether the potential investments are consummated), including any
travel, financing, legal, accounting, advisory, research and consulting expenses in
connection therewith, third party software licenses related to accounting and
servicing investments (including hosting, licensing, maintenance and
enhancements), subscriptions and membership fees in industry organizations and
travel to and attendance at, industry conferences (provided that after the commitment
period any such expenditures for such subscriptions, membership fees and industry
conferences will directly benefit the Fund); (iii) brokerage commissions, custodial
expenses and other investment costs actually incurred in connection with
investments; (iv) fees, costs and expenses related to making temporary investments
...

Item 7. Types of Clients
LEM provides investment advice only to its Funds, which are privately offered

pooled investment vehicles. Investors (generally, limited partners of the partnership)
in the Funds may include, but are not limited to, U.S. governmental pension plans,
foreign pension funds, endowments, corporate and business entities, trade or labor
unions, foundations, trusts, family offices, and high net worth individuals. Each
investor is required to meet certain suitability qualifications such as being an
“accredited investor”, “qualified client” or “qualified purchaser” within the meaning
set forth under the Federal securities laws. Each Fund varies in size over the course
of its investment lifecycle. The Funds generally require a minimum initial
investment or commitment by each individual investor of $1 million and each
institutional investor of $5 million. However, each Fund’s general partner has the
discretion to waive or reduce the minimum initial investment or commitment and
has done so for certain investors.