Soma Capital Management LLC

Item 5.         Fees and Compensation

Management Fees

Soma generally receives a management fee from each of the Funds. The management fee is generally
charged quarterly in advance to all Funds and ranges up to 2.5% of total investor capital commitments to
the applicable Fund on an annual basis. The management fees are structured and billed on a fund-by-
fund basis, and investors should consult the relevant offering and subscription documents for the specific
information regarding the management fee for the relevant Fund. The management fee may be waived
in the sole discretion of Soma and/or the General Partner (as defined in Item 7) of the relevant Fund, and
certain investors may pay reduced management fees.

Please refer to Item 6 below regarding performance-based fees that the Funds pay, depending on the
terms of the applicable organizational documents.
Fund Expenses

Each of the Funds, and therefore investors in the Funds, will be responsible for paying their pro rata
portion of all fund expenses based on their respective capital commitments to the applicable Fund.
Generally, below is a list of certain expenses that will be allocated to the relevant Funds, however not all
Funds may have the same expense terms and some expense items allocated to a Fund may not be included
in the list below.
Investors should consult the relevant offering documents for the particular Fund in which they are
considering an investment for the specific expenses to be charged to that Fund.
    (i)     all costs and expenses incurred in the holding, purchase, sale, transfer or exchange of
            securities (whether or not ultimately consummated), including, but not by way of limitation,
            costs associated with warehousing transfers of securities held by the Funds;
    (ii)    interest on borrowed money;
    (iii)   real property or personal property taxes on investments;

    (iv)     banking fees, brokerage fees, audit fees, finders’ fees, legal fees, custodial fees, bookkeeping
             fees and expenses, accounting fees and other professional fees for services rendered to the
             Funds, as well as consulting and software subscription and/or licensing fees relating to
             services rendered to the Funds
    (v)      all transfer, capital and other taxes, duties and costs applicable to the Funds on account of its
             operations and disposition or transfer of Funds assets;
    (vi)     fees incurred in connection with the maintenance of bank or custodian accounts;
    (vii)    all costs associated with Funds meetings or meetings of the LP Advisory Committee (as
             defined in Item 7);
    (viii)   all costs and expenses associated with any transfer, assignment, permitted sale or other
             disposition of a Funds interest, whether or not by request; and
    (ix)     all expenses incurred in connection with the registration of the Funds’ securities under
             applicable securities laws or regulations as necessary.
    (x)      all expenses incurred by the relevant General Partner in serving as the fund’s representative,
    (xi)     the cost of liability and other insurance premiums,
    (xii)    all expenses (including the out-of-pocket expenses of the relevant General Partner and/or its
             members) of preparing and distributing financial reports to the investors as well as costs of
             all governmental returns, reports or other filings required for regulatory compliance,
    (xiii)   all taxes and tax costs and expenses, including tax penalties, assessed at the level of the Funds,
    (xiv)    all reasonable expenses that are not normal operating expenses, and
    (xv)     all organizational and syndication costs, fees and expenses incurred by or on behalf of the
             General Partner in connection with the formation and organization of the Funds, the General
             Partner, Soma and any alternative investment structures organized to further the objectives
             of the Funds, including legal and accounting fees, and expenses incident thereto.

Item 7.          Types of Clients
Soma currently provides investment management services solely to the Funds as described in Item 4.
Each of the Funds has a general partner or similar management entity (“General Partner”), which is an

affiliate of Soma and is responsible for the overall management of its respective Fund. The General Partner
of each Fund has engaged Soma to provide investment management services on behalf of such Fund(s).

Generally, an investment in the Funds is subject to a minimum commitment amount, which can vary based
on the relevant Fund. The minimum commitment amount is waivable in the sole discretion of the General
Partner. The Funds are open to investment by “accredited investors” within the meaning set forth under
the federal securities laws, and certain Funds are only open to investment by “qualified purchasers” within
the meaning set forth under the 1940 Act. The Funds are offered on a committed capital basis and
withdrawal or redemption is not permitted except in certain unique and typically legal compliance driven
circumstances.

Soma is permitted to enter into “side letters” with certain investors in the Funds, which allow for differing
terms from those outlined in the relevant offering documents of the Fund. These side letters typically
provide more advantageous fees and/or transparency and reporting and other specific rights and
entitlements than those received by investors without side letters.

Subscriptions for interests in the Funds are offered on a “commitment” basis and investors are not able
to terminate their commitments to a Fund investment prior to the dissolution of such the relevant Fund.
Interests in a Fund are generally not transferrable, however, in some cases investors will, subject to the
approval of the relevant Fund’s General Partner, transfer their interest to another investor in a private
transaction. Apart from issuing approval of the purchasing investor, Soma may facilitate secondary
transactions by investors at Soma’s discretion.

Co-Investments

Certain investments made by Soma on behalf of the Funds will be made available for co-investment.
Certain investors will potentially have guaranteed rights to access co-investments, whether by side letter
or otherwise. Furthermore, Soma and the General Partners reserve the right to provide co-investment
opportunities to investors who are not invested in any of the Funds. Each Co-Investment will be
individually negotiated and certain co-investors will, in some cases, not pay fees or expenses on their
investments. Soma’s decision to offer (or not offer) co-investment opportunities to any investor generally
will be made in its sole discretion, and Soma may allocate co-investment opportunities instead to investors
in other Funds or to third parties in accordance with its policies and procedures. Soma may enter into
arrangements with certain Funds or investors therein that provide priority for certain co-investment
opportunities (such as a committed co-investment vehicle) or give priority to certain co-investors.

Allocations of co-investment opportunities may also be made to Soma affiliates. Such co-investments
made be made by Soma affiliates even if such opportunity is not offered to investors in the Funds or other
third parties or may cause the amount allocated to investors in the Funds or third parties to be reduced.
The co-investments made by Soma affiliates generally will be investments that, at the time of investment,
are opportunities that are determined by Soma to be inappropriate for investment by a Fund, or in
situations where Funds have already invested in such investments the amount Soma believes is
appropriate for such Funds. Soma will consider any conflicts prior to granting co-investment approval to
Soma personnel. No assurances can be made that all conflicts will be identifiable or fully considered at
the time such approval, if any, is granted. For example, it is possible that approval could be granted for a
co-investment in an issuer that subsequently becomes competitive with a specific Fund or its investments.
Any co-investment opportunity made available to Soma affiliates may result in the Soma affiliates
benefiting from research and analysis originally performed on behalf of the Fund. At the same time, co-

investors (including any of Soma’s affiliates) will generally not bear in any expenses borne by the original
Fund or Funds from which the co-investment opportunities originated (the “Originating Funds”) that do
not relate to such co-investment. While Soma expects that participation by such affiliates in co-
investments will be on the same terms as the participation of any of Soma’s Funds or investors therein
(other than with respect to any compensation payable to Soma and its affiliates), Soma may be faced with
conflicts of interest in determining (i) which Fund investment opportunities will be offered as co-
investments, (ii) which Funds and investors will be offered the co-investment opportunities and (iii) the
terms of such co-investments (including timing of purchases and sales).

Soma may receive fees and/or allocations from co-investors, which may differ as among co-investors and
also may differ from the fees and/or allocations borne by the Funds. To the extent such fees and/or
allocations differ, Soma will be subject to a conflict of interest in determining which portion of investments
are for the Originating Funds and which portion are offered to co-investors. Any investors in Funds that
are subject to management fee offsets for certain transactional expenses may not get the benefit of such
offsets when investing in a co-investment vehicle. In addition, the participation of co-investors alongside
Fund accounts may require additional structuring expenses that would not be necessary in the absence
of the co-investors. All Fund accounts participating in such structures may be required to bear their pro
...