Valinor Management LP

Item 5. Fees and Compensation

Detailed below is a brief summary of certain fees and expenses paid by the Funds. Investors
and prospective investors are advised to review a relevant Fund’s offering materials and other
constituent documents for a more comprehensive discussion of fees and expenses.

Management Fee and Incentive Allocation

Compensation received by Valinor or its affiliates (such as the general partners of the Funds) is
generally comprised of a management fee based on a percentage of assets under management
(the “Management Fee”) and an incentive allocation or carried interest based upon investment
performance (the “Incentive Allocation”). The fees and allocations charged are deducted from
the Funds’ assets.

Management Fees

Effective as of July 1, 2020, Valinor has waived all future Management Fees for the Valinor
Capital Funds other than an amount necessary to cover the following expenses:

    •   any additional expenses associated with liquidating the portfolio and dissolving the
        Valinor Capital Funds, including, without limitation, the costs of Valinor engaging a third
        party as outsourced back office support for accounting, operations, investor reporting
        and compliance functions, as well as legal costs and filing fees associated with
        dissolving the Valinor Capital Funds and any subsidiaries; and

    •   the expenses of Valinor for compensating former personnel of Valinor (or other third
        parties) for assisting with the liquidation of the Valinor Capital Funds’ remaining
        investments.

In no event will the total of such additional expenses exceed the Management Fees that
otherwise would have been payable to Valinor absent the waiver noted above.

Incentive Allocation

Effective as of July 1, 2020, the general partner of the Valinor Capital Funds will waive its entitlement
to receive an Incentive Allocation on net unrealized gains at the end of each fiscal year of such
Funds. Instead, the Valinor Capital Funds’ general partner will calculate Incentive Allocation on the
remaining positions upon the realization of such positions, subject to each investor’s loss
carryforward. The Valinor Capital Funds’ Incentive Allocation ranges from 17.5% to 20%
(depending on the class of shares or interests).

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General

All or a portion of the Management Fees and/or the Incentive Allocation may be waived for
certain investors, and in particular, are waived for investors that are principals, employees, or
affiliates of Valinor.

Additional Expenses

In addition to the fees and incentive compensation items noted above, investors will bear
indirectly the fees and expenses charged to the Funds, as more fully described in each Fund’s
governing documents.

For the Valinor Capital Funds, these expenses include, without limitation, legal, compliance
(including expenses of regulatory compliance, filings and reporting (including but not limited to
CFTC and SEC filings other than initial and recurring expenses related to the build-out of Form
PF)); audit and accounting expenses (including third party accounting services); administrator
fees and expenses; investment expenses such as commissions, research fees and expenses
(including research-related travel); interest on margin accounts and other indebtedness;
borrowing charges on securities sold short; custodial fees; Valinor Capital Fund-related
insurance costs (including D&O insurance costs of Valinor); directors' fees and expenses; and
any other expenses related to the purchase, sale or transmittal of Fund assets (including the
cost of the order management system).

Additional information regarding Fund expenses are provided in the relevant Fund offering
memorandum. Investors should review the offering memorandum of the Fund in which they are
invested to fully understand the types of fees and expenses paid for by the relevant Fund.

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Item 7. Types of Clients

Valinor currently provides discretionary investment management services to the Funds.

The offering documents of each Fund sets forth the eligibility requirements and minimum
subscription amounts for investors in such Fund. The initial and additional subscription or
capital commitment minimums imposed on investors are disclosed in the offering
memorandum for the relevant Fund and may be, and often are, waived by Valinor for certain
investors, including principals, employees, or affiliates of Valinor.

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