Luminarx Capital Management LP

Item 5 - Fees and Compensation
In general, LuminArx receives an asset-based amount (an “Asset-Based Amount”) and is entitled to
performance-based compensation (a “Performance Allocation”) in connection with the provision of
advisory services to the Funds. Investors in a Fund also bear certain expenses. Fees and expenses will
be charged as set forth in the Governing Documents.

To the extent that Luminarx receives an Asset-Based Amount, the Asset-Based Amount will generally be
paid quarterly in arrears. In any partial calendar quarter, the Asset-Based Amount will be appropriately
pro-rated for the applicable partial period. The Asset-Based Amount will be calculated prior to the accrual
of any Performance Allocation. The Adviser does not receive a separate Asset-Based Amount directly
from feeder funds if the fee is borne directly by the corresponding master fund. Advisory agreements with
the Funds are generally terminable by the Funds, subject, in some cases, to an applicable notice period
or the occurrence of certain conditions or events.

LuminArx’s fee schedule is omitted because this Brochure is only being delivered to qualified purchasers
as defined in the Investment Company Act of 1940, as amended (the “Company Act”).The precise amount
of, and the manner and calculation of, the Asset-Based Amount for each Fund, if any, is disclosed in the
Governing Documents of such Fund at the time each investor invests in the Fund. The Asset-Based
Amount and Performance Allocation generally are not negotiable, though the General Partner may, in its
discretion, elect to reduce, waive or calculate differently the Asset-Based Amount or the Performance
Allocation with respect to any Limited Partner For example, the Adviser, its affiliates, certain of its
employees, the Principals and their family members and related vehicles may invest in certain of the
Funds, and will generally not be subject to any Asset-Based Amounts and Performance Allocation, but
any such investment will be subject to the withdrawal terms applicable to other Limited Partners.

The General Partner may, at any time, cause a Fund to issue limited partner interests (“Interests”)
differing in terms of, among other things, Performance Allocation, Asset-Based Amount, withdrawal
rights, minimum commitment amounts and minimum additional commitment amounts, portfolios,
denomination of currencies, informational rights and other rights, in each case, without providing prior
notice to, or receiving consent from, existing Limited Partners, subject to requirements under applicable
law.

Organizational expenses

In addition to the Asset-Based Amount and Performance Allocation payable to LuminArx, each Fund will
bear its attributable shares of all the fees, costs, charges, expenses, liabilities, obligations and other
amounts (including amounts paid to outside legal counsel, accountants and tax advisors) incurred in
connection with or incidental to the formation, organization, and establishment of such Fund and certain
newly-formed entities to be used in connection with such Fund, the marketing and offering of such Fund
to Limited Partners and prospective Limited Partners, including travel expenses and amounts incurred in
connection with or incidental to: (i) preparing, printing, mailing or otherwise distributing Governing
Documents, prospectuses, presentations, disclosure documents, side letters and similar agreements,
comment responses, diligence materials, legal opinions and other documentation (including those
deemed by the General Partner to be part of a “template” or “form” document to be used by such Fund),
including attorney’s fees, costs and expenses related thereto; (ii) complying with any law or regulation
related to the formation, organization, establishment, marketing and offering of such Fund (including any
“blue sky” and “world sky” filing fees, costs and expenses); (iii) the engagement of and services provided
by placement agents; (iv) other accounting, administrative, and capital raising filings and other out-of-
pocket costs and expenses associated with legal, regulatory and compliance matters; and (v) negotiating
with investors or prospective investors, or similar fees, costs and expenses.

The General Partner may, in its discretion, elect to amortize organizational expenses over a period of
sixty (60) months commencing on the initial closing date of a Fund as described in the Governing
Documents.

Fund expenses

Each Fund, and thereby each Fund’s Investors, will bear the costs and expenses directly related to the
conduct of such Fund’s investment program and all of its ordinary administrative and operating expenses
and otherwise the conduct of its business. These expenses vary from Fund to Fund. Expenses generally
borne by a Fund include:

   (i)      costs and expenses incurred in the discovery, investigation, development, structuring,
            evaluation, acquisition, settling, holding, value-creation, negotiation, monitoring, financing,
            ownership, hedging, and disposition of Investments or prospective Investments (whether or
            not consummated) of the master funds, including fees, due diligence related expenses,
            brokerage, custody and hedging costs (including any costs and expenses in connection with
            an Investment accrued or incurred prior to (x) the General Partner offering such Investment
            to a Co-Investor (defined below) and (y) a commitment by a Co-Investor to participate in such
            Investment (which may be in excess of the master funds’ ultimate share of such Investment));

   (ii)     costs and expenses associated with any entities used directly or indirectly to acquire, hold or
            dispose of Investments or otherwise facilitate the master funds’ investment activities;

   (iii)    brokerage commissions (including mark-ups and mark-downs) and clearing and settlement
            charges;
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Item 7 - Types of Clients
LuminArx provides investment advice solely to its Fund clients. Investment advice is provided directly to
the Funds and not individually to the Investors.

The Funds generally include investment partnerships or other investment entities formed under U.S. or
non-U.S. laws and operated as exempt investment pools under the Company Act. The Investors
participating in the Funds generally include or are expected to include individuals, banks or thrift
institutions, other investment entities, university endowments, sovereign wealth funds, family offices,
pension and profit-sharing plans, trusts, estates or charitable organizations or other corporations or
business entities and from time to time include, directly or indirectly, principals or other employees of
LuminArx and its affiliates and members of their families.

Details concerning applicable investor suitability criteria are set forth in the respective Governing
Documents and subscription materials.

The minimum capital commitment for an investment in a Fund is set forth in such Fund’s Governing
Documents, although individual commitments of lesser amounts may be accepted at the discretion of the
General Partner.

Agreements with Investors

The Adviser has entered and may in the future enter into side letters or similar written agreements or
arrangements that have the effect of establishing rights under, or altering or supplementing the terms of,
a Fund’s Governing Documents with respect to the Limited Partners who are parties to such side letters,
similar written agreements or arrangements (including as it pertains to “anchor investors”). Such rights
or terms in any such side letter or other similar agreement include (i) the agreement of LuminArx to extend
information rights or reporting to such Limited Partner, including to accommodate special regulatory or
other circumstances of such Limited Partner, (ii) waiver or modification of certain confidentiality
obligations and/or documentation that might be requested by LuminArx for the benefit of lenders or other
persons extending credit to or arranging financing for such Fund, (iii) consent of LuminArx to certain
transfers by such Limited Partner or other exercises by LuminArx of its discretionary authority under the
applicable Governing Documents for the benefit of such Limited Partner, (iv) restrictions on, or special
rights of, such Limited Partner with respect to the activities of LuminArx, (v) withdrawal or cancellation of
commitment rights, including due to legal, regulatory or policy matters, including matters related to
political contributions, gifts and other such policies, or other liquidity rights, which may materially increase
the percentage interest of other Limited Partners in, and their contribution obligations for, future
investments and expenses, and reduce the overall size of such Fund, (vi) other rights or terms necessary
in light of particular legal, regulatory or public policy characteristics of a Limited Partner, (vii) economic
arrangements (including, for example, with respect to the amount of any Asset-Based Amounts or
Performance Allocation charged to a Limited Partner or revenue sharing arrangements) and “most
favored nation” rights, (viii) matters regarding such Limited Partner’s participation in co-investment
opportunities (including economic arrangements with respect to co-investment opportunities, such as a
right to fee-free and/or carried interest-free co-investment), (ix) capacity rights, (x) right to appoint a
representative to an advisory board or similar committees, and (xi) additional obligations and restrictions
of such Fund with respect to the structuring of any investment (including with respect to alternative
investment vehicles).

LuminArx may be incentivized to allocate investment opportunities to or source investment opportunities
for certain investors (including as it pertains to “anchor investors”).

It is also expected that LuminArx will from time to time confirm factual matters to certain Limited Partners
(including in response to due diligence requests), make statements of intent or expectation to such
Limited Partners or acknowledge statements by such Limited Partners that relate to a Fund and/or
LuminArx’s activities pertaining thereto in one or more respects. LuminArx may also agree to other due
diligence-related arrangements with one or more Limited Partners. In addition, LuminArx may from time
to time agree to certain matters relating to knowledge transfer and/or secondments with one or more
Limited Partners as part of an overall firm relationship. There can be no assurance that any such
arrangements will not have an adverse effect on such Fund (including increased costs, taxes or other
expenses) or that such arrangements will not create additional conflicts not described herein that will
influence LuminArx’s activities or the operation of such Fund.

Co-Investment Opportunities

There may be circumstances where a particular investment opportunity exceeds the desired allocation
to a Fund and a portion thereof is allocated to one or more third parties, or investors in such Fund or
Other Accounts, then-existing or in the process of being launched (each, a “Co-Investor”). Co-Investors
include Other Accounts that have a discretionary co-investment program and an “opt-in” co-investment
program. LuminArx believes that having the possibility of allocating co-investment opportunities is likely
to be beneficial to the Funds as a whole as it allows the Funds to contemplate opportunities that may
exceed the desired allocation to the Funds.

Each co-investment opportunity (should any exist) is likely to be different, and allocation of each such
opportunity, to the extent offered to investors in a Fund and certain Other Accounts, will be offered in
accordance with the Adviser’s Co-Investment Allocation Policy. Whether an investment will be offered to
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