Sumeru Equity Partners LP

Item 5.     Fees and Compensation

The Adviser or its affiliates generally receive Advisory Fees and Carried Interest (each as defined
below) or similar performance-based remuneration from a Main Fund and Co-Investment Vehicle.
A Sumeru Fund and/or its portfolio companies also make other payments to the Adviser or its
affiliates for services provided to the portfolio companies which, in certain circumstances, reduces
the Advisory Fees payable to the Adviser. Additionally, consistent with the Governing Documents
of a Fund, the Fund typically bears certain out-of-pocket expenses incurred by the Adviser in
connection with the services provided to the Fund and/or the portfolio companies. Further details
about certain common fees and expenses are set forth below and in more detail in each Fund’s
Governing Documents.

Advisory Fees

As compensation for investment supervisory services rendered to the Main Funds, the Adviser
receives advisory fees from each such Fund (each, an “Advisory Fee”). Advisory Fees are initially
charged at 2% of each non-affiliated investor’s committed capital for the period of time during
which each Fund is making investments; thereafter, the Advisory Fee is equal to 1.75% of each
non-affiliated investor’s invested capital with respect to investments that have not been disposed
of or permanently written off. A Fund’s borrowings are generally taken into account for purposes

of calculating the Advisory Fee, as provided in each Fund’s Governing Documents. Advisory
Fees are reduced upon the expiration of the Fund’s investment period or when the Adviser first
receives or begins to accrue Advisory Fees with respect to a subsequent Fund with substantially
similar investment objectives, strategy and investment criteria as the Fund and/or upon the
occurrence of certain other events as described in the Governing Documents.

The amount of Advisory Fees generally will not correspond with fluctuations in the net asset value
of individual investments, aggregate investments in a portfolio company or of a Fund, including
following the stepdown date, and will not be reduced in connection with any write-downs, except
in the case of investments that have been permanently written off for U.S. federal income tax
purposes. Permanent write-down determinations are made in the discretion of the valuation
committee in accordance with the relevant Governing Documents and the Adviser’s valuation
policy. Except where the Governing Documents expressly provide to the contrary, Advisory Fees
will not be reduced (in whole or in part) in the case of partial distributions (e.g., those resulting
from a dividend recapitalization), partial sales, reorganizations, restructurings, roll-over
investments or similar transactions, in each case in circumstances that do not result in the complete
disposition of the relevant Fund’s interest therein, and even in cases where the value of such Fund’s
investment or ownership percentage in a portfolio company has been reduced as a result of such
transaction. In addition, Advisory Fees generally will not be reimbursed or refunded under the
Governing Documents in the event of realizations, dispositions or partial write-downs that occur
partway through the relevant calculation period. Further, where there has been a partial disposition
or permanent write-down of a Fund’s investment and the fair market value of the investment
following such event exceeds the total amount of the Fund’s investment contributions relating to
the investment, the Governing Documents do not require Advisory Fees after the stepdown date
to be reduced. In most circumstances, the post step-down Advisory Fee base will include
capitalized transaction-specific fees and expenses of unrealized investments, which poses a
conflict of interest in that the inclusion of such expenses results in a higher Advisory Fee than if
such transaction fees and expenses were not capitalized into the asset base.

All Advisory Fees were negotiated with investors during the fundraising period of the applicable
Fund and are not subject to negotiation thereafter. Generally, investors participating in a
subsequent closing after the initial closing of a Fund are responsible for paying the Advisory Fee
as of the date of the initial closing of such Fund, plus interest, as applicable. As a general matter,
Advisory Fees are payable during term extensions unless otherwise agreed with or notified to
investors.

Assessed quarterly in advance, Advisory Fees are collected through a capital call, through a draw-
down on the Fund’s line of credit or offset against a distribution to investors. As applicable, the
precise amount of, and the manner and calculation of, the Advisory Fees for each Fund are
established by the Adviser in negotiation with investors in the applicable Fund and are set forth in
such Fund’s Governing Documents received by each investor prior to investment in such Fund.
The Advisory Fees and other fees and distributions described herein are generally subject to
modification, waiver or reduction by the Adviser or General Partner in its sole discretion, both
voluntarily and on a negotiated basis with selected investors via side letter and other arrangements.
Fees differ from one Main Fund to another, as well as among certain investors in the same Main
Fund. Specifically, employees and affiliates of the Adviser do not pay Advisory Fees and investors
in a Co-Investment Vehicle may be permitted to pay a reduced Advisory Fee on the co-investment

portion of their investment. In addition, certain investors in the Sumeru Funds that are employees,
business associates and other “friends and family” of the Adviser or its personnel (“Adviser
Investors”) will not typically pay Advisory Fees in connection with their investment in a Sumeru
Fund. Notwithstanding that Adviser Investors will generally not pay Advisory Fees, Adviser
Investors will pay for their pro rata share of certain Sumeru Fund expenses.
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Item 7.     Types of Clients

The Adviser currently provides investment supervisory services to the Funds. Investment advice
is provided directly to the Funds and not individually to investors in such Fund.

Interests in the Sumeru Funds are offered pursuant to applicable exemptions from registration
under the Securities Act and the 1940 Act. Investors in the Sumeru Funds are generally “qualified
purchasers” as defined in the 1940 Act, and include, among others, high net worth individuals,
banks, thrift institutions, pension and profit sharing plans, government owned investment
companies, trusts, estates, charitable organizations, university endowments, corporations, limited
partnerships and limited liability companies, or other entities.

Certain Sumeru Funds include alternative investment vehicles established from time to time in
order to permit one or more investors to participate in one or more particular investment
opportunities in a manner desirable for tax, regulatory or other reasons. Alternative investment
vehicle sponsors generally have limited discretion to invest the assets of these vehicles independent
of limitations or other procedures set forth in the Governing Documents of such vehicles and the
related Sumeru Fund.

The Adviser does not have a minimum size for a Sumeru Fund, but minimum investment
commitments are typically established for investors in the Sumeru Funds. The General Partner of
each Sumeru Fund has permitted, in its sole discretion, investments below the minimum amounts
set forth in the offering documents of such Sumeru Fund.