Yosemite Management LLC

Item 5 – Fees and Compensation

A.      Fee Schedule
The fees and compensation payable to the Firm and the General Partners are negotiable and may
vary among investors in the Funds and across SMAs. However, compensation is generally as follows:
        1.      Management Fee and Performance-Based Compensation
The Firm typically receives an annual management fee equal to a percentage of the Funds’ committed
capital as set forth in the Governing Documents. For SMAs, the Firm typically receives an annual
management fee equal to a percentage of Client assets calculated according to the specific terms and
conditions in the applicable Governing Documents. Client management fees are payable quarterly in
advance.
Each Fund’s General Partner generally receives a carried interest equal to a percentage of all realized
profits, as described more fully in each Fund’s Governing Documents. For SMAs, a portion of the
carried interest is distributed to certain employees of the Firm that are assigned such interest, as
described more fully in each Client’s Governing Documents. The carried interest is generally subject
to a clawback at the end of life of the account if excess cumulative distributions have been determined
to have been made. The carried interest will only be charged to accounts of those investors who are
“qualified clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended
(“Advisers Act”).
The Firm or its affiliates additionally may receive fees by reason of performing services as a director
or consultant to the Clients’ portfolio companies. Any such amounts received may reduce the
management fees paid to the Firm, and the extent to which fees may be reduced will be governed by
the applicable Client’s Governing Documents. The Firm reserves the right to exempt certain Clients,
Funds or co-investment vehicles from payment of management fees and/or carried interest including
any vehicle created for current and former employees, advisors and other persons associated with
the Firm.
        2.      Fee Comparison
Client account and Fund expenses, including the management fee and any performance-based fees,
can constitute a higher percentage of average net assets than could be found in other investment
programs.
B.      Payment of Fees
For the Funds, management fees, performance-based fees, and third-party fees (discussed below) are
deducted from Fund assets. Management fees are paid quarterly in advance. Performance-based fees
are only paid when a Fund distributes realized proceeds to its General Partner pursuant to such
Fund’s Governing Documents. For the SMAs, management fees and third-party fees are paid quarterly
in advance and in accordance with the Governing Documents.
C.      Client Expenses and Other Fees
As set forth more fully in the Governing Documents, a Fund will bear all expenses incident to the
organization of such Fund and its General Partner. In addition, a Fund will also bear all costs incurred

in connection with operations of its business, including those costs associated with holding or sale of
securities; all legal, audit, registration, financial fees; the cost of Fund meetings; travel and related
expenses of such Fund’s employees; and any extraordinary expenses of such Fund. Specifically, a
Fund will bear all fees, costs and expenses incurred in connection with (A) identifying, investigating,
evaluating, acquiring, consummating, holding, maintaining, monitoring and disposing of securities
(including, legal, accounting, auditing, custodial, consulting, investment banking and other fees and
expenses, commissions, appraisal fees, taxes, brokerage and other finders fees, merger fees,
registration fees, due diligence and similar fees and expenses, as well as all travel and related
expenses (e.g., hotel accommodations and meals) of the employees and agents of its General Partner,
such Funds or the Firm, in connection with the forgoing including investment and disposition
opportunities that are not consummated, provided that any fees and expenses for air travel shall not
exceed the cost of applicable commercial airfare); (B) any bank account, credit facility, guarantee,
line of credit, loan commitment, letter of credit or similar credit support or other indebtedness
involving such Funds or any portfolio investment (including any fees, costs and expenses incurred in
obtaining such borrowings and indebtedness and interest arising out of such borrowings and
indebtedness); (C) the managed distribution of securities; (D) actual or threatened litigation or
administrative proceedings involving such Fund that are allocated to such Fund and attributable to
its activities; (E) indemnification pursuant to such Fund’s Governing Documents, subject to the
limitations imposed therein; (F) complying with (or facilitating compliance with) any applicable law,
rule or regulation (including legal fees, costs and expenses), regulatory filing or other expenses of
such Fund, including anti-money laundering compliance and any compliance, filings or other
obligations related to or arising out of the Alternative Investment Fund Managers Directive, in each
case, involving or otherwise related to such Fund; (G) complying with tax withholding and other
information reporting regimes, including FATCA and similar laws or regulations; (H) legal,
consulting, custodial, administration, auditing, accounting, appraisal, valuation and other
professional services related to such Fund (including expenses associated with the preparation of
such Fund’s financial statements, tax returns and Schedule K-1s); (I) developing, licensing,
implementing, maintaining or upgrading any web portal, extranet tools, computer software or other
administrative or reporting tools (including subscription-based services) for the benefit of such
Fund, its limited partners or its investments; (J) meetings of its Advisory Committee including
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Item 7 – Types of Clients

The Firm provides investment advice and management to Clients as described in Item 4 and may in
the future provide the same or similar services to other private investment funds and/or other
clients.
The Firm intends to restrict the number of investors in the Funds and will offer Interests only through
non-public transactions in order to maintain their exclusion from “investment company” status
under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
The Firm and relevant General Partners are also permitted to establish Funds that are co-investment
vehicles in order to permit certain investors to participate in one or more particular investment
opportunities. Co-investment vehicle sponsors generally have limited discretion to invest the assets
of such vehicles independent of limitations set forth in the Governing Documents of the related Fund.
Prospective investors in the Funds must meet eligibility criteria and are subject to certain withdrawal
requirements and limitations. Prospective investors are encouraged to thoroughly review a Fund’s
Governing Documents, which set forth all of the terms in detail.
Each Investor generally must be an “accredited investor” (as defined in Regulation D under the
Securities Act of 1933) and “qualified purchaser” (as defined under the Investment Company Act)

and must meet other criteria as specified in the Governing Documents. The minimum initial
investment may vary by Fund subject to waiver at the discretion of the Firm.