Banneker Partners LLC

Item 5 – Fees and Compensation

A.     Fee Schedule
The fees and compensation payable to Banneker are negotiable and vary among the Funds
and Investors. Certain Funds do not pay management fees or carried interest, as outlined in
the applicable Fund’s Governing Documents. The Firm may elect to waive or reduce the
management fees and performance-based fees for certain Investors (including employees,
strategic partners, or affiliates of the Firm). The range of compensation is generally as
follows:
       1.      Management Fee
Banneker typically receives a quarterly asset-based management fee calculated as a
percentage of the aggregate capital commitments from all Investors, payable quarterly in
advance. The management fee is generally between 0% and 2% annually.
       2.      Performance-based Fees
Each Fund’s general partner or manager, as applicable, generally receives carried interest
equal to a percentage of the net income of the Fund, as described more fully in the Governing
Documents. The carried interest is generally subject to a clawback at the end of life of a Fund
if the general partner or manager, as applicable, has received excess cumulative distributions.
The carried interest will only be charged to either accounts of Investors who are “qualified
clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended
(“Advisers Act”) or accounts of Investors who invested in the applicable Fund prior to the
registration of the Firm as an investment adviser.
       3.      Fee Comparison
Fund expenses, including management fees and carried interest, may constitute a higher
percentage of average net assets than could be found in other investment programs.
B.     Payment of Fees
Management fees, carried interest, and third-party fees (discussed below) are deducted from
Fund assets. Management fees, which are paid in advance, are due at the beginning of each
quarter or each year pursuant to its Governing Documents. Carried interest, if applicable, are
paid to Banneker in accordance with the terms of its Governing Documents.
C.     Fund Expenses and Other Fees
Fund Expenses. Each Fund is responsible for its own costs and expenses, as applicable to each
Fund. Such expenses generally, include, (i) organization and syndication costs; (ii) legal,
accounting, audit, custodial, D&O insurance, consulting and other professional fees; (iii)

                                                                              Part 2A of ADV:
                                                              Banneker Partners, LLC Brochure

banking, brokerage, broken-deal, qualification, finders, depositary and similar fees or
commissions; (iv) fees, expenses, transfer, capital and other taxes, duties and costs incurred
in acquiring, holding selling, or otherwise disposing of Fund assets; (v) indemnification
obligations; (vi) cost of liability and other premiums for insurance; (vii) costs of Advisory
Board and Fund meetings. Certain SPVs pay quarterly monitoring fees. Banneker bears its
own operating, general, administrative, and overhead costs and expenses, other than the
expenses described above.

It is critical that Investors refer to the relevant confidential Governing Documents for a
complete understanding of expenses. The information contained herein is a summary
only and is qualified in its entirety by such documents.
D.     Withdrawal
The Funds invest in the securities of private companies on a long-term basis. Accordingly,
Investors are generally not permitted to withdraw or redeem interests.
E.     Outside Compensation for the Sale of Securities
Neither Banneker nor its supervised persons accept compensation for the sale of securities
or other investment products outside of their association with Banneker.
The foregoing discussion in Item 5 represents Banneker’s basic compensation
arrangements. The management fees and carried interest described above are
structured to comply with Rule 205-3 under the Advisers Act. Fees and other
compensation are negotiable in certain circumstances and arrangements with any
particular investor may vary. Although Banneker believes its fees are competitive,
lower fees for comparable services may be available from other investment advisers.
Please refer to the applicable Fund’s Governing Documents for more information.

Item 7 – Types of Clients

Banneker provides investment advice and management to the Funds and may in the future
provide the same or similar services to other privately placed investment funds and/or other
clients.
Banneker intends to restrict the number of Investors in a Fund 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”).
Prospective Investors in a Fund must meet eligibility criteria and are subject to limitations
on withdrawal. Prospective Investors are encouraged to thoroughly review a Fund’s
Governing Documents, which set forth all of the Funds terms in detail. Though the Funds
generally pursue the same strategy, offering terms may differ. SPVs invest side by side with
a Fund, but terms for such SPVs may differ from those of a Fund and are negotiated on a case-
by-case basis.
Each Investor generally must be an “accredited investor” (as defined in Regulation D under
the Securities Act of 1933) and a “qualified client” (as defined in Rule 205-3 under the
Advisers Act) and must meet other criteria as specified in the Governing Documents.