3Spoke Management LLC

Item 5 - Fees and Compensation

The Adviser generally charges the Funds an annual management fee (“Management Fee”),
payable quarterly in advance. The following is a summary of the methods to calculate the
management fee paid to the Adviser for each respective Fund.

3Spoke Liquidity Partners, LP
From the initial closing date through the end of the investment period, the Management
Fee is based on each investor’s capital commitment and calculated using a tiered annual
rate applied quarterly:

    •   .5000% (2.00% per annum) on less than or equal to $15 million

    •   .4375% (1.75% per annum) on capital greater than $15 million and less than or
        equal to $30 million
    •   .3750% (1.50% per annum) on capital above $30 million

Following the investment period, the Management Fee is generally based on invested
capital using the same tiered structure, subject to a minimum quarterly fee of 0.1875%
(0.75% per annum) of committed capital.

3Spoke Capital III, LP

From the initial closing date through the end of the investment period, the Management
Fee equals .50% per quarter (2.00% per annum) of aggregate committed capital. Beginning
with the fiscal quarter commencing on or after the third anniversary of the final closing,
for the balance of the Fund’s term, the management fee for each such quarter shall be equal
to the sum of the cost basis of the Fund’s investments multiplied by the Management Fee;
provided that, the Management Fee for such quarter shall not be lower than an amount
equal to the Fund’s aggregate committed capital multiplied by 0.1875% (0.75% per
annum).

Expenses

The Adviser generally bears its own ordinary operating expenses, including personnel
compensation, office rent, and overhead.

Each Fund bears all fees, costs, and expenses associated with its investment activities and
operations as further detailed in the Fund Documents. Fund expenses include, without
limitation, the following:

•   Organizational and offering expenses of each Fund.
•   Expenses relating to developing, investigating, structuring, organizing, negotiating,
    financing, refinancing, bidding on, consummating, acquiring, owning, managing,
    monitoring, operating, holding, hedging, restructuring, trading, settling, exiting,
    valuing, or otherwise disposing of investments (including portfolio companies),
    including expenses of unsuccessful or abandoned transactions and transactions
    involving co-investors.
•   Legal, tax, accounting, auditing, advisory, consulting, administration, appraisal,
    investment banking, placement, valuation, research, and other professional services,
    including fees of third-party administrators and related systems.
•   Brokerage, custodial, depository, trustee, recordkeeping, accounting, and other banking
    or similar service fees.
•   Financing, commitment, origination, and similar fees and expenses.

•   Costs associated with borrowings or other indebtedness of the Funds, including
    principal and interest, and expenses relating to the arranging or attempted arranging
    thereof, as well as guarantees.
•   Costs and expenses of litigation, investigations, disputes, or governmental inquiries
    (including settlements, judgments, or fines), insurance premiums (including directors
    and officers liability, errors and omissions, crime, general partner liability, and
    cybersecurity insurance), and indemnification obligations and related expenses,
    including advancement of expenses, to the extent permitted under the Fund Documents.
•   Expenses associated with legal and regulatory compliance, including filings,
    disclosures, and reporting obligations under applicable law.
•   Expenses associated with distributions to investors and the acquisition, holding, and
    disposition of investments, including extraordinary expenses.
•   Expenses of terminating, winding up, and dissolving the Fund and liquidating its assets.
•   Taxes, governmental charges, and expenses associated with tax audits, investigations,
    settlements, or reviews.
•   Costs of preparing, distributing, and filing financial statements, tax returns, Schedule
    K-1s, and other investor reports, including third-party service provider fees.
•   Reverse break-up fees, termination fees, and similar payments.
•   Filing, title, transfer, registration, and similar costs.
•   Printing, communications, marketing, and publicity expenses.
•   Costs of developing, licensing, implementing, maintaining, or upgrading investor
    portals, reporting systems, and related technology tools.
•   Data protection expenses associated with protecting confidential or non-public
    information.
•   Costs associated with amendments, waivers, consents, or approvals relating to the Fund
    Documents or related entities.
•   Expenses related to advisory committee activities, including meeting-related costs.
•   Expenses related to the development and management of portfolio investments.
•   Unreimbursed expenses associated with transfers or proposed transfers of investor
    interests.
•   Costs associated with compliance with side letter provisions, including most favored
    nation obligations.
•   Expenses of annual or periodic investor meetings and related conferences.
•   Travel costs (including airfare, which may include business or first-class travel where
    appropriate), lodging, meals, and transportation incurred in connection with Fund
    activities, including both consummated and unconsummated investments.
•   Any other fees, costs, expenses, liabilities, or obligations approved in accordance with
    the Fund Documents.

Outsourcing. The Adviser is solely responsible for compensation of employees of the
Adviser and office overhead. However, the Adviser may, without the consent of any
investor or any other person, “outsource” any internally provided services, such as in-house
administration, legal, accounting or other services, by engaging third parties to provide
...

Item 7 - Types of Clients

We currently provide investment advice to the Funds. Investors in the Funds generally must
qualify as “accredited investors” (as defined in Rule 501 under the Securities Act of 1933,
as amended) and “qualified clients” (as defined in Rule 205-3 of the Advisers Act), and
may be subject to other suitability requirements to the extent provided in the applicable
Fund Documents.

The minimum initial investment in each of the Funds is $1,000,000 subject to the Adviser’s
discretion to accept subscriptions of lesser amounts.