ZMC Advisors LP

Item 5: Fees and Compensation
ZMC Funds

Management Fees. ZMC generally receives an investment management fee payable quarterly in
advance (the “Management Fee”) from a ZMC Fund in connection with the provision of advisory
services to its clients. The ZMC Funds are generally charged the Management Fee with respect to each
limited partner that equals 2.0% per annum of each limited partner’s capital commitment to such ZMC

Fund during its commitment period; thereafter, the Management Fee is 2.0% per annum of each limited
partner’s capital contributions with respect to Portfolio Investments made by such ZMC Fund which
have not been disposed of at the beginning of the fiscal quarter. Generally, limited partners joining a
ZMC Fund after its initial closing contribute their allocable share of the Management Fee that otherwise
would have been payable had all limited partners been admitted at the initial closing, plus an interest
rate charged from the date such Management Fees would have been paid (as further described in the
applicable ZMC Fund’s governing documents). Each limited partner’s share of the Management Fee
(other than any interest charged thereon) will reduce its unfunded commitments to the ZMC Fund.
Management Fees are generally due quarterly in advance and are pro-rated based on the number of days
elapsed in such period. In the event that an advisory contract is terminated before the end of a
Management Fee period, ZMC will refund the overpayment of the Management Fee (computed on the
basis of the number of days elapsed). As a general matter, Management Fees will be payable during
term extensions unless otherwise agreed with investors. As further described in the Fund’s Governing
Documents, certain Funds are not charged a management fee.

The precise amount of, and the manner and calculation of, the Management Fees for each ZMC Fund
are established by ZMC through negotiations with investors in the applicable ZMC Fund, and are set
forth in the applicable Fund Agreements. The Management Fees described above are generally subject
to waiver or reduction by ZMC in its sole discretion, both voluntarily and on a negotiated basis with
select investors, which may include ZMC personnel, “family and friends”, other strategic relationships
or ZMC Funds. Fees and expenses can differ from one ZMC Fund to another, as well as among investors
in the same ZMC Fund. In certain cases, the rate of Management Fees payable by any investors in the
ZMC Funds will be lower the larger the size of the investment in the ZMC Funds made by the investor.

Certain of the Governing Documents provide that the Management Fees will be calculated on a basis
that generally is not tied to the Fund’s then-current net asset value. As further described in the Governing
Documents, from the effective date of the relevant Fund until a date specified in the Governing
Documents (generally the end of the Fund’s defined investment period (the “Stepdown Date”),
Management Fees generally will be calculated based on a formula tied to the amount of the relevant
Fund’s aggregate Commitments. After the Stepdown Date, Management Fees generally will be charged
and calculated based on a formula tied to the amount of investment contributions made by the relevant
Fund that have not been completely disposed of or permanently written off for U.S. federal income tax
purposes (such investments, “Impaired Value Investments”).

As a result, the amount of Management Fees generally will not correspond with fluctuations in the
Fund’s net asset value, including following the investment period, and will not be reduced in connection
with any write downs, except in the case of Impaired Value Investments. Except where the Governing
Documents expressly provide to the contrary, Management Fees will not be reduced (in whole or in
part) in the case of partial sales or dispositions, distributions (e.g., those resulting from a dividend
recapitalization) or partial sales of investments or in circumstances where the relevant Fund(s) divest a
credit investment in the relevant portfolio company, whether in whole or in part.

In many circumstances, the Management Fee base of such post-Stepdown Date Management Fees will
include capitalized transaction-specific fees and expenses of unrealized investments, including certain
fees (such as Supplemental Fees) and expenses paid to Service Providers, ZMC or its affiliates. Further,
Management Fees generally will not be reimbursed or refunded under the Governing Documents in the
event of realizations, dispositions or write-offs that occur partway through the relevant calculation
period.

Carried Interest Allocations. Carried interest is a share of the net profits realized on the investments
paid to each ZMC Fund’s GP Entity as an incentive for ZMC to maximize the performance of such
ZMC Fund. The ZMC Funds are generally subject to a carried interest of 20% of profits derived from
investments, including their disposition and current income generated by such investments, after limited
partners receive a preferred return thereon (as specified in the applicable ZMC Fund governing
documents). The ZMC Funds’ GP Entities are also subject to a claw back pursuant to the terms of each
Fund Agreement, which requires that the GP Entity return any carried interest paid to it in excess of the
amount that it is entitled to receive. The precise mechanics of each ZMC Fund’s clawback (including
timing of clawback payments) is described in such ZMC Fund’s Governing Documents. See Item 6 –
“Performance Based Fees and Side-by-Side Management” below for more information regarding
carried interest paid by the ZMC Funds. A GP Entity reserves the right to make any exemption from
fees and/or carried interest by a direct exemption, a rebate by ZMC and/or its affiliates, or through other
Funds that co-invest with the related Fund. ZMC has negotiated, and reserves the right in the future to
...

Item 7: Types of Clients
ZMC provides investment advice solely to its Fund clients, and references throughout this Brochure to

“clients” and to ZMC’s related duties to and practices on behalf of its clients and/or investors should be
construed accordingly. Investors in the ZMC Funds consist primarily of high net worth individuals and
related trusts, corporate and public pension plans, pooled investment vehicles (e.g. funds of funds),
school trusts, charitable foundations and endowments and insurance companies. Investors in the Co-
Invest Funds are typically limited partners in the ZMC Funds or third parties who have expressed an
interest in, and have the ability and resources to, participate in such co- investment opportunities. The
minimum commitment for a limited partner of a ZMC Fund is outlined in each ZMC Fund’s
Confidential Private Placement Memorandum; however, ZMC maintains 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 Rule 501(a) of Regulation D under the Securities Act, being a “qualified
purchaser” as set forth in Section 3(c)(7) of the Investment Company Act and being a “qualified client”
as defined in Rule 205-3 under the Advisers Act. Also, limited partners are required to make certain
representations when investing in a ZMC Fund, including, but not limited to that (i) they are acquiring
an interest for their own account, (ii) they received or had access to all information they deem relevant
to evaluate the merits and risks of the prospective investment and that (iii) they have the ability to bear
the economic risk of an investment in the ZMC Fund. Details concerning applicable investor suitability
criteria are set forth in the respective ZMC Fund’s Memorandum and subscription materials, which are
furnished to each limited partner.

Co-Investment

Where appropriate, ZMC provides certain (but not all) investors in the ZMC Fund or third parties the
opportunity to co-invest, typically through a Co-Invest Fund. These Co-Invest Funds are organized by
ZMC to facilitate specific investments alongside a particular ZMC Fund, taking into account the
applicable ZMC Fund’s investment limitations, the size of the investment opportunity and the demand
among potential co-investors. ZMC will allocate the available investment among applicable ZMC Fund,
any Co-Invest Fund and any other third parties as it may in its sole discretion determine.

Alternative Investment Vehicles

The relevant GP Entity is generally permitted to establish Funds that are alternative investment vehicles
whenever it determines in good faith that for legal, tax, regulatory or other reasons it is in the best
interests of any or all of its limited partners that all or any portion of a particular investment be made
through an investment structure outside of such ZMC Fund. Participants in such investments are
generally required to make all or a portion of their investments through such alternative investment
vehicle, which invests in lieu of the applicable ZMC Fund, and are required to make capital
contributions directly to each such alternative investment vehicle to the same extent, for the same
purposes and on the same terms and conditions as limited partners are required to make capital
contributions to such ZMC Fund. Each such limited partner has the same economic interest in all
material respects in the investment made through an alternative investment vehicle as such limited
partners would have if such investment had been made by the applicable ZMC Fund, and the other terms
of such alternative investment vehicle are substantially identical in all material respects to those of such
ZMC Fund, to the extent applicable.

Non-ZMC Investments

Prior to forming Fund I, affiliates of ZMC completed the seven Non-ZMC Fund Investments as a
fundless sponsor, in which ZMC affiliates partnered with one or more other private equity firms who

provided all or substantially all of the capital and a ZMC affiliate served as the “management partner.”
For six of these investments, such ZMC affiliate sourced the investment opportunity and presented it to
the relevant equity partner. In addition, an affiliate of ZMC entered into a management agreement to
oversee and supervise the operations of Take-Two and to provide assistance with respect to formulating
its long-term business strategies, securing, negotiating and structuring financings and pursuing strategic
transactions. ZMC continues to have a highly active role in the management of one of these companies
(generally serving as non-executive chairman of the board of directors or a similar role) and has
significant influence on the operating performance, growth trajectory and strategic transactions of these
investments. Significant investment decisions, however, including the terms of the initial investment
and realization of the investment, may require the approval of each relevant equity partner (in
consultation with ZMC).