Meson Capital Partners LLC

Item 5: Fees and Compensation

Meson Funds Fees

The Funds are separate limited partnerships and each have written Offering Documents that
are provided to prospective investors before any investment is made and which detail the
funds’ fees and charges, services, and rights. The fees applicable to each of the Funds are set
forth in detail in the corresponding Offering Documents.

Hedge Fund Strategy Fees

A brief summary of fees applicable to Funds employing the hedge fund strategy is provided
below.

Management Fee

The General Partner will be paid a monthly management fee (“Hedge Fund Management
Fee”) equal to 1/12 of 1.00% of the Capital Account balances of the Limited Partners
(approximately 1.0% per year), at the end of each calendar month (with pro ration for
contributions and withdrawals during that month). The General Partner and its Affiliates will
not be charged a Hedge Fund Management Fee.

Performance Allocation
The General Partner will receive a performance allocation (“Performance Allocation”) from
each Limited Partner equal to 25% of profits of such Limited Partner above a 6% annual hurdle
for each calendar year, subject to a perpetual high water mark for each Limited Partner.

The 6% hurdle will be calculated by increasing each Fiscal Period each Limited Partner’s high
water mark at a 6% annual rate (compounded daily with a 365 day year), which is a daily
increase in the high water mark of 0.015965%. A “Fiscal Period” means: the period beginning
on (a) the first day of each Fiscal Year, (b) any other day on which any Partner makes
contributions of capital that are not made pro rata in accordance with all Partners’ respective
proportionate Capital Accounts and/or (c) the day immediately following the date as of which
a non pro rata distribution in kind of more than a de minimis amount of property or a non pro
rata distribution of more than a de minimis amount of money is made to any Partner, and in
each case ending on the earliest of (x) the last day of each Fiscal Year, (y) the day preceding
the date any Partner makes any such non-pro rata contributions of capital, and/or (z) the day
on which any such non pro rata distribution in kind of property or non- pro rata distribution
of money referred to in clause (c) of this definition is made.

The Performance Allocation shall be in addition to the proportionate allocations of income
and profits, or losses, to the General Partner and/or its affiliates based upon their Capital
Accounts relative to the Capital Accounts of all Partners. The General Partner, in its sole
discretion, may waive or reduce the Performance Allocation with respect to any Limited
Partner for any period of time, or agree to modify the Performance Allocation for that Limited
Partner.

Other Types of Hedge Fund Strategy Fees or Expenses

The General Partner is authorized to incur all expenses on behalf of the Fund that it deems
necessary or desirable. Overhead expenses will be paid by the General Partner and shall

consist of office rent, secretarial/administrative services, salaries, employee insurance, and
payroll taxes, and travel and entertainment expenses. All other third-party expenses
(including legal, accounting and audit expenses; investment expenses such as commissions,
market data, research, and any other reasonable expenses submitted by third parties related
to the purchase, sale, or transmittal of Fund assets and liabilities as shall be determined by
the General Partner in its sole discretion) shall be borne by the Fund. Although the General
Partner shall be empowered to reduce the expenses of the Fund through the use of “soft” or
commission dollars to the extent legally permissible, the General Partner and the General
Partner do not presently expect to use “soft dollars.”

Certain organizational and offering expenses will be borne by the Fund and amortized over a
60-month period from the date the Fund commenced operations.

Private Equity Strategy Fees

A brief summary of fees applicable to Funds employing the private equity strategy is provided
below.

Management Fee and Management Profit Allocation

For certain Fund(s) employing a private equity strategy, the General Partner will receive an
annual management fee, calculated at the annual rate of 2.0% (the “Management Fee”)
during the Lock-Up Period or the Term (as defined in the applicable Fund’s Offering
Documents). The Management Fee will be calculated and paid annually in advance, based on
the value of each Limited Partner’s total Commitment. The General Partner will not receive a
Management Fee after the expiration of the Lock-Up Period or the Term.

For other Fund(s) employing a private equity strategy, with respect to a typical Limited
Partner, beginning on the date of the initial closing and for the duration of the Lock-Up Period
(as defined in the applicable Fund’s Offering Documents), the General Partner will receive an
allocation, generally annually, calculated at the annual rate of 1.50% of each Limited Partner’s
Capital Account (the “Management Profit Allocation”). The General Partner will not be
entitled to receive a Management Profit Allocation after the expiration of the applicable Lock-
Up Period. The Management Profit Allocation will be calculated annually in arrears, based on
the value of each Limited Partner’s Capital Account as of the last day of each calendar year,
but is only allocated to the General Partner on the complete liquidation of the applicable
Portfolio Investment. The General Partner will not receive a Management Profit Allocation for
certain Limited Partners.

The General Partner may elect to reduce, otherwise modify or waive the Management Fee or
Management Profit Allocation, as applicable, with respect to any Limited Partner.

Carried Interest
With respect to typical Limited Partners in certain Fund(s), upon complete liquidation of a
Fund’s portfolio investment, net investment proceeds will be distributed among the Fund’s
...

Item 7: Types of Clients

Our clients are the Funds, as described in Item 4 above, and the Funds are generally open to,
among others, institutions, pension plans, endowments, high net-worth individuals,
financially sophisticated individuals, and other sophisticated investors.