ArrowMark Colorado Holdings LLC

Item 5: Fees and Compensation
Separate Accounts

As compensation for our advisory services, each separate account client may pay an investment
management fee based on assets under management (which we refer to as the advisory fee), a
performance-based incentive fee (which we refer to as the performance fee), or both. Performance
fees are established in compliance with Rule 205-3 under the Advisers Act. See Item 6 below for a
further discussion of such fees.

Our advisory fees, which range from 0.10% to 1.00% of assets per annum depending on strategy
and size, are calculated and collected quarterly. Fees are calculated in arrears as of the first business
day of each calendar quarter based on the account’s average of the preceding three month-end net
asset values as provided by the custodian or based on the account’s quarter ending balance.
Advisory fees are deducted directly from the client’s brokerage account unless the client requests
us to send quarterly invoices. Our performance fees are negotiable and may be subject to a
performance “hurdle” and/or “high water mark” treatment. We have established lower fees or
waived fees entirely based on particular elements of the individual client profile, such as the
investment strategy to be deployed, the amount of assets under our discretionary management, and
employee-related accounts.

If a separate account client contributes a large cash flow during a quarter, we will pro-rate the fees
on this contribution. A large cash flow is considered to be equal to or greater than 10% of an
account’s net asset value. Contributions of less than 10% and partial withdrawals of client assets
are not pro-rated and will be reflected in our fee calculation for the entire quarter. If a separate
account client terminates the investment management agreement with ArrowMark in the middle of
a billing period, then we will collect a pro-rated fee based on the number of days that the account
was managed.

In addition to our advisory fee and performance fee, separate account clients bear trading costs and
custodial fees associated with their accounts. These expenses may include (i) all costs and expenses
of transferring the assets to the account; (ii) all taxes and governmental fees and charges incurred by
the account (including all withholding taxes); (iii) all brokerage commissions and other trading costs
and fees, underwriting discounts, sales loads, spreads and other similar charges; and (iv) all charges of
U.S. depositories and of any custodian and/or other service providers. To the extent that clients’
accounts are invested in affiliated or unaffiliated mutual funds or unaffiliated exchange-traded
funds, the accounts will indirectly share in the funds underlying expenses including a separate layer
of management, trading, and administrative expenses. To the extent clients’ assets are invested in
sponsored funds, CLOs or mutual funds, these assets generally will not be included as client assets
for purposes of calculating or charging the client’s management fee. See Item 12 for a discussion
of our brokerage practices.

Certain clients may have different fee arrangements of calculation methodology from those
described above.

Funds

As compensation for our advisory services, we, or an affiliate, may receive from each fund (or fund
structure) we manage an investment management fee based on assets under management (which we
refer to as the management fee) and a performance-based incentive allocation (which we refer to as
the performance allocation).

Our management fees, which range from 0.0% to 1.5% per annum depending on the fund, are
calculated and collected quarterly either in arrears or in advance as set forth in the applicable
offering documents. They are based on the net asset value of each limited partner’s capital account
(calculated by the fund’s third-party administrator) and the book value of certain sub-accounts with
respect to special situation investments. This fee is deducted directly from each fund’s brokerage
account on a quarterly basis. We have the right to waive or reduce our management fee with respect
to any investor. The management fees are prorated for partial periods.

The performance allocations, which our affiliated general partners are entitled to receive, range
from 10% to 20% of the net increase, if any, in the net value of an investor’s capital account or net
investment income as determined by a third-party administrator on an annual basis for the preceding
year or upon distribution. Many of these allocations are subject to a loss carry-forward commonly
referred to as a “high-water mark.” These performance allocations are allocated to our affiliated
general partners through a re-allocation from the capital accounts of investors in our funds to the
capital account of the affiliated general partner. Each general partner has the right to waive or reduce
its performance allocations with respect to any investor. Investors in some of our funds benefit from
a “clawback,” calculated and due upon the fund’s liquidation that, subject to certain limitations,
requires us to restore to the investors amounts by which the performance allocations we receive
over the life of the fund exceed the stated performance allocation percentage.

The funds also bear organizational and ongoing expenses (which include, without limitation,
formation costs, legal expenses, audit expenses, expenses related to pricing services, and other fund
related fees and expenses as set forth in the applicable offering document) as well as the fees and
expenses of the administrator and custodian, the fees and commissions associated with brokerage
services provided to each fund and fees or duties incurred by the fund in processing an investor's
subscription documents. See Item 12 for a discussion of the brokerage practices. To the extent
clients’ assets are invested in sponsored funds, CLOs or mutual funds, these assets generally will
...

Item 7: Types of Clients
ArrowMark’s separate account clients are typically high net-worth individuals and associated trusts,
estates, endowments, foundations, insurance companies and retirement plans. Our minimum
separate account size is generally $10,000,000, but this amount is negotiable.

ArrowMark is the adviser to the Meridian Funds. Investors in the mutual funds include, but are not
limited to, individuals, trusts, investment advisers, pension and profit-sharing plans, charitable
organizations and business entities. ArrowMark also serves as sub-adviser to third-party sponsored
mutual funds.

ArrowMark manages CLOs which invest primarily in senior secured floating rate leveraged loans
made to corporate and other business entities. These instruments are secured by the debtor’s assets
and typically rank first in priority of payment in the capital structure, ahead of unsecured debt.

In order to be eligible to invest in our funds, an investor must be an “accredited investor” within the
meaning of Regulation D under the Securities Act of 1933, and a “qualified client” within the
meaning of the Advisers Act or "qualified purchaser" within the meaning of the Investment
Company Act of 1940. Each investor in our funds is required to represent that their investment in
our fund is being acquired for its own account, for investment, and not with a view to resale or
distribution. Investments in our funds are suitable only for sophisticated investors for whom an
investment in our fund does not constitute a complete investment program and who fully
understand, are willing to assume, and who have the financial resources necessary to withstand the
risks involved in our fund's specialized investment program and to bear the potential loss of their
entire investment in those investments. The minimum initial investment in our funds ranges from
$250,000 to $5,000,000, but is negotiable on a case-by-case basis.

ArrowMark on behalf of the funds may enter into separate agreements, commonly referred to as
“side letters,” or other similar agreements with a particular investor in connection with its admission
to the fund without the approval of any other investor, which would have the effect of establishing
rights under or supplementing the terms of the applicable fund’s partnership agreement with respect
to such investor in a manner more favorable to such investor than those applicable to other investors.
Such rights or terms in any such side letter or other similar agreement may include, without
limitation: (i) reporting obligations, (ii) lower fees, (iii) waiver of certain confidentiality obligations,
(iv) “most favored nation” provisions or (v) rights or terms requested or necessary in light of
particular investment, legal, regulatory or public policy characteristics of an investor.