Zephyr Management LP

ITEM 5: FEES AND COMPENSATION

Advisory Fees and Compensation

Zephyr provides investment advisory services to the Funds pursuant to the relevant Governing Documents.
The Governing Documents set forth the fees, compensation and expenses in greater detail in connection with
the investment advisory services provided by Zephyr to the Funds.

Emerging Markets PE Advisory Services. The PE Funds normally pay a management fee equal to a percentage
of a Fund’s capital commitments during a Fund’s investment period, and thereafter equal to a percentage of
capital invested. The PE Funds also pay a performance allocation equal to a percentage of a PE Fund’s profits
after a preferred return to the Investors (“Carried Interest”). Carried Interest payable by PE Funds that result
in an over distribution to the Firm are generally subject to a clawback arrangement. While the Firm’s
compensation from the PE Funds varies, the management fee paid by a PE Fund is commonly 2.0% per annum,
and the Carried Interest is commonly 20% of distributed cash-on-cash profits over the life of the PE Fund.

Management fees typically accrue and are payable quarterly in advance at an annual rate, as further set forth
in each PE Fund’s applicable Governing Documents. Cash available for Carried Interest distributions is typically
distributed no later than 60 days after the receipt of the cash by the respective PE Fund.

In addition to the management fee and Carried Interest, certain Funds pay a fee typically equal to 5% of the
aggregate cost of each underlying portfolio investment (each an “Investment Charge”). Each Investment
Charge will be a one-time fee for the applicable portfolio investment, due at the time of closing of the
purchase of such portfolio investment.

Zephyr may also receive transaction fees, monitoring fees, and break-up fees from its Fund’s portfolio
companies (collectively, “Other Fees”). A percentage of the Other Fees normally offset the management fee.
Detailed information regarding Other Fees charged to the PE Funds is provided in each Fund’s confidential
private placement memorandum and other Governing Documents.

In addition to management fees, carried interest, and Other Fees as described above, Investors will bear
indirectly the fees and expenses charged to the PE Funds. Those fees and expenses will vary, but typically will
include fees associated with making or selling portfolio investments, legal and accounting fees, taxes, Fund
administration expenses, commissions and brokerage fees, custodial fees, registration expenses, fees to
government regulatory agencies, the cost of insurance including directors’ and officers’ liability insurance,
litigation or broken deal expenses, and any other expenses of the Fund’s operation, as provided in the Fund’s
Governing Documents.

In connection with Zephyr Wealth’s ZW SMA services, Zephyr Wealth clients pay an ongoing asset-based fee
for services, which is calculated based upon the market value of the assets in the client’s account on the last
day of the previous month. ZW SMA services may also have account/investment minimums.

Additional Compensation and Conflicts of Interest

Neither Zephyr nor any of its employees accept compensation (e.g., brokerage commissions) for the sale of
securities or other investment products. However, Zephyr or any of its affiliates may charge and receive
certain transaction and monitoring fees and expenses from the PE Funds’ portfolio companies for ongoing
assistance provided to the portfolio company by the Firm for the duration of a Fund’s investment in the

portfolio company.

Zephyr Wealth. The ZW Funds pay the management fee to Zephyr. In connection with certain management
services provided to the ZW Funds by Waterfield Advisors Private Limited, Zephyr shares a portion of such
management fee with Waterfield Advisors Private Limited. (Waterfield Advisors Private Limited is a company
organized under the laws of India and is not affiliated in any way with Waterfield US, the Waterfield trademark
or the Waterfield family or family of marks.) Generally, Each ZW Fund will pay to Zephyr monthly in arrears as
of the first business day of each calendar month, a fixed management fee equal to 1/12th of the annual rate
of 0.75% or 0.90% of the respective ZW Fund’s net asset value, as of the last day of the preceding calendar
month.

In addition to a management fee, Zephyr typically charges each ZW Fund for certain administrative services
outlined in the Governing Documents, an administrative services fee of 0.10% per annum of the respective
ZW Fund’s net asset value. Such fee may be reduced and terminated when the Firm has received payments
equal to all administrative expenses incurred on behalf of the respective ZW Fund. This fee is made payable
as of the first day of each calendar month and will be equal to 1/12th of the annual rate of 0.10% of the net
asset value of the respective ZW Fund, as of the last business day of the preceding calendar month.

In connection with Zephyr Wealth’s ZW SMA services, the more assets there are in a Zephyr Wealth client’s
advisory account, the more the Zephyr Wealth client will pay in fees. Therefore, Zephyr Wealth may have an
incentive to encourage its clients to increase the assets in their account(s) managed by Zephyr Wealth,
including recommending rolling assets into an account on which Zephyr Wealth charges a higher fee (such as
a rollover to an IRA from a 401(k)).

ITEM 7: TYPES OF CLIENTS

Zephyr provides investment management and advisory services to the Funds directly, subject to the direction
and control of the affiliated General /Managing Members of the Funds, and not individually to the underlying
Investors. Investors in the Funds may include, but are not limited to, high-net-worth individuals, family offices,
foundations, pension plans and development finance institutions. As noted in Item 4, the Funds are exempt
from registration under the Investment Company Act of 1940, under Section 3(c)(1) or 3(c)(7) thereof.

The minimum commitment for an Investor is outlined in the respective Fund’s Governing Documents;
however, the General /Managing Members maintain discretion to accept less than the minimum investment
threshold. Investors are required to meet certain suitability qualifications, such as being an “Accredited
Investor” within the meaning set forth in section 501(a) of Regulation D under the Securities Act of 1933
(“Securities Act”). Additional details concerning applicable Investor suitability criteria are set forth in the
Governing Documents, which are furnished to each Investor, or may otherwise be provided by the Firm at the
time of investment.

ZW SMA services include Separately Managed Business Account services and investment advisory services for
high-net-worth individuals.

Side Letters

As noted In Item 4, Zephyr may enter into separate agreements, commonly referred to as side letters, with
certain Investors which have the effect of establishing rights under, or altering or supplementing, the terms
specifically described in the Governing Documents. Zephyr may enter into any side letter arrangement without
the vote or consent of other Investors unless another side letter arrangement so provides.