OPTO Investment Management LLC

Item 5. Fees and Compensation

In general, Opto IM (or the applicable Opto GP) receives payment from each Opto Fund of a
management fee and, potentially, distributions of carried interest, if contemplated under the
Opto Fund’s constituent documents. Opto IM collects a flat fee on certain Opto Funds. To the
extent an Opto Fund invests in another Opto Fund, Opto IM charges its fees at one level only.
However, a share of expenses for both funds will ultimately be borne by the Investors at the
top level Opto Fund.

The disclosure regarding fees and expenses in this Brochure is general in nature and future
Opto Funds may impose different fees and have different expenses. Fees charged to Custom
Funds are negotiated with the relevant Platform Participant. Prospective Investors should
carefully review the disclosure documents of an Opto Fund into which they are considering
investing, as well as any applicable Pooled Investment, to understand its organizational and
operating expenses.

Management Fees of Opto Funds

Typically, each Opto Fund bears a management fee, calculated and payable quarterly in
advance pursuant to the applicable investment management agreement, equal to the
aggregate management fee assessed with respect to its Investors (excluding the Warehouse)
under the Opto Fund’s constituent documents and as described in its PPM. The management
fee rate chargeable to an Opto Fund is set forth in the relevant PPM and currently ranges up
to 1.3% per annum, a portion of which may be shared with the relevant Platform Participant.
The management fee is typically charged, during the investment period of the Underlying
Fund, based on each Investor’s capital commitment to the Opto Fund, and thereafter, based
on the net asset value of such Investor’s investment in the Opto Fund, plus reserves to answer
capital calls by the Underlying Fund. For certain Opto Funds, the management fee is a flat fee.
Notwithstanding the foregoing, Opto IM, in its sole and absolute discretion, may elect to waive,
otherwise reduce or calculate differently the management fee attributable to any Investor.

Carried Interest of Opto Funds

With respect to certain Opto Funds, Opto IM or its affiliates may be entitled to receive carried
interest, currently ranging up to 10%, which may be subject to a preferred return and catchup.
The carried interest distributable with respect to an Opto Fund, if any, will be as described in
its PPM and set forth in its constituent documents, a portion of which may be shared with the
relevant Platform Participant. Opto IM may, in its sole and absolute discretion, elect to waive,
otherwise reduce or calculate differently the carried interest attributable to any Investor.

Carried interest compensation may create an incentive for Opto IM, the related Opto GP, and
the relevant Platform Participant to make investment decisions for an Opto Fund differently
than if such compensation were not received.

Management Fees and Carried Interest of Underlying Managers

In addition to bearing a management fee and carried interest at the level of the Opto Fund as
described above, each Opto Fund, as an investor in one or more Pooled Investments, is
generally subject to its share of the fees, costs and expenses (including any applicable
management fees and carried interest) charged by each relevant Pooled Investment to its
investors, as described in its confidential private placement memorandum or other offering,
disclosure or transaction documents (collectively, the “Underlying Disclosure”).

For the avoidance of doubt, each Opto Fund’s share of the organizational and operating
expenses (including the management fees and carried interest) of the applicable Pooled
Investment will be in addition to, and will not reduce, the organizational and operating
expenses (including the management fees and carried interest) of the Opto Fund.

Organizational and Operating Expenses of Opto Funds

Each Opto Fund generally bears all of its organizational and offering expenses (including costs
and expenses related to travel, printing, legal, capital-raising, accounting, regulatory
compliance, and any administrative or other filings) incurred in connection with the
organization, funding and establishment of the Opto Fund The amount of such expenses
payable to Opto IM will vary based on the specific services Opto IM provides to such Custom
Fund. Each Opto SPV will also pay the expenses of Opto IM’s subsequent syndication of its
interests.

In addition, while the Adviser, the Warehouse or their respective affiliates have initially
incurred and assumed responsibility for the fees and expenses associated with the due
diligence of, selection, and negotiations with the applicable Underlying Fund regarding the
Opto Fund’s investment therein, and any other transaction costs associated with its capital
commitment thereto (including any associated financing charges or payments to any third-
parties, such as investment consultants, due diligence firms, placement agents, or other
financial advisors, for their services to the Warehouse, including overhead expenses, facilities
expenses, taxes, and compensation of their employees), such fees and expenses are
reimbursable to the Adviser, the Warehouse or such affiliate and treated as organizational
expenses of the Opto Fund.

An affiliate of Opto IM provides access to proprietary software and portal, for which it does
not currently charge any fees, but expects to impose a technology fee at a future date to the
extent permitted by the relevant Opto Fund governing documents. Accordingly, any Investors
admitted to the relevant Opto Funds will bear their share of such fees and expenses in
accordance with their constituent documents and as described in the relevant PPM. In the

case of Custom Funds, such fees and/or expenses may be borne by the relevant Platform
Participant to Opto IM’s agreement with such intermediary.
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Item 7. Types of Clients

Opto IM provides investment advisory services to the Warehouse and the Opto Funds and may
in the future provide advice to other funds or advisory clients. Each of the Opto Funds is
expected to be exempt from registration under the Investment Company Act, and its securities
are not expected to be registered under the Securities Act.

Interests will generally be offered only through Platform Participants to financially experienced
and sophisticated eligible investors who are able to bear the risk of an investment in an Opto
Fund and who meet the requirements set forth in its PPM, although parties related to Opto
may be permitted to invest in certain Opto Funds. Interests in an Opto Fund generally may only
be purchased by investors who are “accredited investors” as defined in Rule 501(a) of
Regulation D promulgated under the Securities Act and (i) “qualified clients” as defined in Rule
205-3 of the Advisers Act, and, in certain cases, (ii) “qualified purchasers” as defined in Section
2(a)(51) of the Investment Company Act, and, in each case, who meet any additional eligibility
and/or suitability requirements set forth in the subscription agreement of the applicable Opto
Fund (as amended, supplemented or otherwise modified from time to time, the “Subscription
Agreement”). Complete definitions of “accredited investor” and “qualified clients,” and
“qualified purchasers” are set forth in the relevant Subscription Agreement.

Investors in the Opto Funds are expected to include high net worth individuals, family offices,
estate planning vehicles, as well as certain financial institutions (e.g., corporations,
endowments, foundations, etc.) which satisfy the investor qualification requirements of the
applicable Opto Fund. However, Opto IM does not have a direct advisory relationship with
Investors, rather Platform Participants or other investment advisers have the direct
relationship with the Investors they bring to the Opto Funds.

Opto IM or an Opto Fund may enter into side letter or similar agreement from time to time
with one or more Investors which provides such Investors with additional or different rights
(including, without limitation, preferential rights regarding management fee calculation or
payability, withdrawals, enhanced information or reporting, access to co-investments,
minimum capital commitment amounts, etc.). Opto IM will not be required to notify or obtain
the consent of any other Investors in any Opto Fund regarding such side letters or other
agreements, nor will Opto IM be required to offer any such additional or different rights to any
such other Investors.