MIRI Capital Management LLC

Item 5. Fees and Compensation

The Adviser receives Management Fees and performance distributions (each as described below)
from the Funds. Additionally, consistent with each Fund’s Organizational Documents, the Funds
bear certain out-of-pocket expenses incurred by the Adviser in connection with the services
provided to the Funds and/or their portfolio companies. Further details about such fees and expenses
are set forth below.

All Investors and prospective Investors in a Fund should review the Organizational Documents of
each Fund in which they have invested or intend to invest in conjunction with this Brochure for
complete information on the fees and compensation payable with respect to a particular Fund.

Management Fees

As compensation for investment supervisory services provided to a Fund, the Adviser or an affiliate
receives an advisory fee (a “Management Fee”). The Management Fee is calculated based on each
investor’s capital account balance and is paid quarterly.
The precise amount of, and the manner and calculation of, the Management Fees for each Fund are
set forth in a Fund’s Organizational Documents, which are received by each investor prior to
investment in a Fund. The fee structures described may be modified from time to time. Management
fees and performance distributions are negotiable in that the Adviser reserves the right to reduce,
waive or calculate differently such fees and performance distributions for certain investors.

The Adviser, in its sole discretion, may waive or reduce the Management Fee of investors in the
Funds that are employees of the Adviser or its personnel or their family members (including any
related entity established by any of the foregoing, such as trusts, charitable programs, endowments
or related programs, family investment vehicles and other estate planning vehicles) (collectively,
“Adviser Investors”). Adviser Investors pay their pro rata share of certain Fund expenses.

Expenses

Miri Strategic Emerging Markets Fund and Miri Strategic Emerging Markets Offshore Fund
Expenses

On an ongoing basis, the Fund will bear the transaction (e.g., brokerage commissions),
administrative, custody, legal (including blue sky compliance), tax preparation, investor reporting,
valuation agent and appraisal fees and expenses, insurance, including errors and omissions
insurance, accounting and audit expenses, bank fees (wires), annual Delaware and Cayman Islands
registration fees and any expenses for services and reporting that the Fund provides to Limited
Partners and Shareholders, as well as expenses related to the offering and sale of Fund interests,
research (including, but not limited to, Bloomberg and other market data feeds), research-related
travel expenses (such as lodging, transportation and meal costs) and any other fees or expenses of
the Fund that, in the determination of the Adviser, are reasonably incurred in connection with the
business or maintenance of the Fund, including without limitation any fees or expenses payable to
any third party advising on the acquisition, maintenance, disposition or valuation of any Special
Investment (as defined below) or portion thereof. The Fund will pay the fees and expenses of its
custodians, central deposit institutions, prime brokers, futures commission merchants and

administrators. The Fund will also bear its pro rata share of all other fees and expenses of any
collective investment vehicle in which the Fund invests. Expenses or liabilities that the Adviser
determines, in its discretion, are attributable or allocable to a Special Investment will be allocated
only to such Special Investment. Expenses or liabilities that the Adviser determines, in its discretion,
are attributable or allocable to more than one Special Investment will be allocated between or among
the appropriate Special Investments by the Adviser in a manner it determines in its discretion to be
equitable. The Adviser will be permitted to advance funds to pay (or the Fund will pay directly on
its own behalf) fees or expenses of the Fund, and, in the case of such an advance, the Adviser will
be entitled to reimbursement by the Fund for any fees or expenses incurred by the Adviser on behalf
of the Fund.

Miri Opportunities Fund Japan VMS Series and Miri Nippon Conveyor Series Expenses
Miri Opportunities Fund investments are generally negotiated and structured separately as
individual investments, each a “Series.” Each Series of the Miri Opportunities Fund will be
responsible for and be charged with all fees, costs, expenses, liabilities, and obligations relating to
such Series and its activities, business and actual or prospective investments, including with
respect to any entity formed to effect the acquisition and/or holding of a portfolio company (to the
extent not borne or reimbursed by a portfolio company or prospective portfolio company). The costs
include all expenses associated with the developing, investigating, structuring, acquiring,
negotiating, bidding on, consummating, holding, restructuring, monitoring, valuing, winding up,
liquidating and otherwise disposing of such Series’ investments, whether or not consummated
(including expenses that the General Partner reasonably determines to be directly related to the
investment of such Series’ assets such as, but not limited to, due diligence, commercially reasonable
traveling costs related to selecting and monitoring the investments, databases and other research
tools, brokerage and other transaction costs, clearing and settlement charges, interest and
commitment fees on debit balances or borrowings, and including in respect of transactions that may
have been offered to or contemplated to include co-investors); (ii) the costs and expenses of
professionals providing services to such Series, including transaction, (e.g., brokerage
commissions), administrative, custody, legal (including blue sky compliance), tax preparation,
...

Item 7. Types of Clients
The Adviser currently provides investment supervisory services to one or more Funds as described in
Item 4. Investment advice is provided directly to the Funds (subject to the direction and control of
the General Partner or Investment Manager of the Funds) and not individually to investors in the
Funds.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act of 1933 (“Securities Act”) and the Investment Company Act of 1940 (“1940 Act”).
Investors in the Funds are generally “qualified purchasers” as defined in the 1940 Act, and may
include, among others, high net worth individuals, banks, thrift institutions, pension and profit-
sharing plans, trusts, estates, charitable organizations, university endowments, corporations, limited
partnerships and limited liability companies or other entities. In some cases, the Funds may accept
“accredited investors” who do not meet the definition of “qualified purchasers” including
knowledgeable employees and other individuals.

The minimum initial investment in the Miri Strategic Emerging Markets Fund, the Miri Strategic
Emerging Markets Offshore Fund and the Miri Opportunities Fund, LP – Japan VMS Series by a is
$5,000,000 unless otherwise increased or reduced by the Adviser at its discretion. The Miri
Opportunities Fund, LP – Miri Nippon Conveyor Series is not accepting new Limited Partners.

This Brochure is not an offer to sell or a solicitation of an offer to invest in any Fund.