Banner Capital Management LLC

FEES AND COMPENSATION

        In general, the Adviser receives a carried interest in connection with the provision of
advisory services to its clients, as well as a management fee from its provision of advisory services
to certain clients. The Adviser or other Banner entities or affiliates receive additional compensation
in connection with management and other services performed for portfolio companies of the
Funds, but such additional compensation will not offset in whole or in part any Management Fees
(as defined below) otherwise payable to the Adviser. In addition, in certain circumstances, Banner
receives compensation for management and other services performed in connection with co-
investments made in portfolio companies of the Funds. Investors in a Fund also bear certain
expenses.

Management Fees

       One or more Funds will pay the Adviser a management fee (the “Management Fee”) equal
to 1.0% on an annual basis of aggregate investor capital contributions (including contributions for
expenses). Installments of the Management Fee payable for any period other than a full six-month
period are adjusted on a pro rata basis according to the actual number of days in such period.
Certain Funds were charged a one-time 1.5% fee for management services rendered to such Funds,
based on aggregate investor capital contributions.

        To the extent specified in a Fund’s Governing Documents, Banner, its Principals or
respective affiliates hereof will be permitted to receive certain fees and other amounts (“Other
Fees”) consisting of: (i) management services or advisory consulting fees paid by any portfolio

company that otherwise would be performed for such portfolio company by a third party; (ii)
transaction, due diligence or closing fees paid by any portfolio company; and (iii) other designated
net fee payments received by Banner or its partners or employees from portfolio companies or
prospective portfolio companies. Other Fees do not reduce the Management Fee.

Carried Interest

        The relevant Managing Member (or its affiliate) will receive a carried interest with respect
to the Funds equal to 20% to 25% of all realized profits, for certain Funds, subject to a preferred
return, as more fully described in the Governing Documents.

Other Information

        The Adviser is permitted to exempt certain investors in the Funds from payment of all or a
portion of Management Fees, carried interest and/or Other Fees. To the extent permitted by the
Governing Documents, certain Managing Members have the right to permit investors, affiliated
with the Managing Member or otherwise, to invest directly into the relevant portfolio company
and side-by-side with the relevant Fund, and such investors do not bear Management Fees, carried
interest and/or Other Fees. The Adviser retains flexibility to structure its compensation from
investors and expects in certain circumstances to agree to invoice an investor directly for
compensation, rather than deducting such amounts from the investor’s capital account(s).

        The Funds generally invest on a long-term basis. Accordingly, Management Fees and
Other Fees are expected to be paid, except as otherwise described in the Governing Documents,
over the term of the relevant Fund, and investors generally are not permitted to withdraw or redeem
interests in the Funds.

       Principals or other current or former employees of Banner generally receive salaries and
other compensation derived from, and in certain cases including a portion of, the Management
Fees, carried interest, Other Fees or other compensation received by the Adviser or its affiliates.

        In addition to the Management Fee and carried interest payable to the Adviser, each Fund
bears certain expenses. As set forth more fully in the Governing Documents, a Fund bears all fees,
costs, expenses, liabilities and obligations relating to the Fund’s (and its subsidiaries’ and
intermediate entities’) activities, investments and business to the extent not reimbursed by a
portfolio company or applied to reduce Management Fees, including: (a) normal and customary
legal, accounting, audit, administrative, custodial, consulting and other professional fees, including
expenses associated with the preparation of the portfolio company’s financial statements, tax
returns and Schedules K-1 and the representation of the portfolio company or the members by the
relevant Managing Member in an audit; (b) banking, registration, qualification, depository and
similar fees and expenses; (c) appraisal expenses; (d) insurance premiums and other costs and
expenses that are classified as extraordinary expenses under U.S. generally accepted accounting
principles, if applicable; (e) normal and customary fees and duties payable by the portfolio
company, other than taxes withheld from distributions to a member; (f) costs and expenses of
negotiating and consummating the purchase of equity or shares of the portfolio company; (g) costs
and expenses of negotiating and entering into agreements between and among the portfolio
company and any Carry Recipients (as defined in the relevant Governing Document) and any other

third parties; (h) costs and expenses associated with the dissolution or liquidation of the portfolio
company; (i) operating and administrative expenses, litigation and indemnification expenses,
operating deficits, and all other liabilities and obligations incurred by the portfolio company as
well as any other amounts set aside for the restoration, increase or creation of reasonable reserves
therefor; and (j) any other normal and customary legal, consulting and other professional fees and
expenses relating to the foregoing. Certain Funds pay an expense reserve as set forth in the Governing
Documents.

        The Managing Members reserve the right to agree with Advisor Network (as defined
below) members, joint venture or similar partners, service providers (including lenders, Fund
...

TYPES OF CLIENTS

        Banner provides investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to Banner’s related duties to and practices on behalf of its clients
and/or investors should be construed accordingly. The Funds generally include limited liability
companies or other investment entities formed under U.S. or non-U.S. laws and operated as exempt
investment pools under the Investment Company Act of 1940, as amended. The investors
participating in the Funds generally include individuals, other investment entities, university
endowments, sovereign wealth funds, family offices, trusts, estates or other corporations or
business entities and often include, directly or indirectly, Principals or other employees of Banner
and its affiliates and members of their families, Advisor Network members or other service
providers retained by Banner or a Fund, as well as executives of portfolio companies.

       The Funds generally have no minimum investment amount for third-party investors, and
Fund interests are typically offered and sold to accredited investors (or qualified knowledgeable
Banner personnel).

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Banner is a Utah-based private equity firm offering partnership capital for family-owned
and founder-led businesses, with a focus on providing the first institutional capital to market-
leading family-owned and founder-led businesses located in the Intermountain West that are
believed to benefit from Banner’s in-house operating professionals and experience. Banner’s
investment advisory services consist of identifying and evaluating investment opportunities,
negotiating investments, managing and monitoring investments and achieving dispositions for
investments. Investments are predominantly in non-public companies, although investments in
public companies are permitted.

        Banner’s investment strategy generally focuses on the acquisition of majority buyout and
structured-minority interests in companies that Banner believes have competitive advantages
within its sector or geography, with a predictable revenue stream and positive cash flow
characteristics. Banner focuses on control investments that require equity capital of approximately
$10 million to $40 million, although the required capital may be greater or less than such amounts.

        Once an investment opportunity has been identified, Banner seeks to implement an
effective operating strategy to improve the performance of the acquired company by (i) partnering
with management teams and founders to develop a strategic plan, (ii) improving operations by
executing a process for enhanced professionalization and scale and (iii) providing significant
resources to portfolio companies.

        There can be no assurance that Banner will achieve the investment objectives of any Fund
and a loss of investment is possible.

Risks of Investment

       Each Fund and its Members bear the risk of loss that Banner’s investment strategy entails.
The risks involved with Banner’s investment strategy and an investment in a Fund include, but are
not limited to:

        Business and Market Risks. A Fund is expected to invest primarily in securities and/or
other interests issued by a privately held company, and operating results in a specified period will
be difficult to predict. Such investments involve a high degree of business and financial risk that
can result in substantial losses. In particular, these risks could arise from changes in the financial
condition or prospects of the company in which the investment is made, changes in national or
international economic and market conditions and changes in laws, regulations, fiscal policies or
political conditions of countries in which investments are made, including the risks of war,
pandemics and the effects of terrorist attacks. The possibility of partial or total loss of capital will
exist and investors should not invest unless they can readily bear the consequences of such loss.

       Investment in Junior Securities. The securities in which a Fund will invest may be among
the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of
loss. Generally, there will be no collateral to protect a Fund’s investment once made.

        Concentration of Investments; Lack of Diversification. A Fund generally is not expected
to make any investments other than a direct or indirect investment in a portfolio company or
follow-on investments related thereto, and its returns will be dependent upon the performance of
the portfolio company only. Accordingly, poor performance by the portfolio company will result
in poor performance of the Fund. Investments in the Fund may also be subject to a variety of risks,
all of which cannot be foreseen or quantified, including operating, economic, environmental,
commercial, regulatory, political and financial risks, and an investment in a Fund may be more
susceptible to these risks, to the extent they impact the portfolio company, than investments in a
more broadly diversified investment fund. The success of a Fund will depend, in part, on the ability
of the portfolio company’s management team to restructure and effect improvements in the
operations of the portfolio company. There can be no assurance that such management team will
be able to successfully identify and implement such improvements.

        Control Investments. A Fund, either alone or together with co-investors, is expected to
hold controlling interests the portfolio company in which it invests. The exercise of such control
by a Fund may result in additional risks of liability for violations of governmental regulations
(including securities laws), failure to supervise management or other types of liability in which the
general limited liability characteristic of business ownership may be ignored. If these liabilities
...