Closed Loop Partners LLC

Item 5. Fees and Compensation

Management Fees

The Firm charges investment advisory fees (“Management Fees”) to the Funds in consideration
for its investment advisory services. Management Fees paid by the Funds are indirectly borne
by the Fund’s investors and are typically payable quarterly in advance. Management Fees are
based on capital committed to the particular Fund during its investment period. Subsequent to
the investment period, the Management Fee is based on the invested capital within the particular
Fund, subject to potential adjustment where a Fund’s general partner has deemed a portfolio
asset to be permanently impaired or written-off to zero, which would reduce the basis from
which the Management Fee or other fees are calculated. Please refer to Item 11: Code of Ethics,
Participation or Interest in Client Transactions and Personal Trading for additional important
disclosures regarding risks and conflicts of interest arising from a general partner’s exercise in
discretion with respect to valuation of Fund assets. The amounts of and the terms applicable to
Management Fees may vary by Fund and are set forth in the Governing Documents of each
Fund.

In addition, as described in Item 6: Performance-Based Fees and Side-by-Side Management,
CLCM or its affiliates have the potential to earn performance-based compensation from certain
of the Funds in the form of a carried interest in profits.

Further, pursuant to a Fund’s Governing Documents, the applicable Fund general partner, in its
discretion, could offer one or more of the limited partners of any of the Funds the opportunity
to co-invest alongside a Fund with respect to a particular investment. Management Fees and/or
carried interest that would be received by CLCM or its affiliates in connection with co-
investment opportunities will be determined on a deal-by-deal basis.

The Funds draw capital from their limited partners in order to pay CLCM Management Fees.
This capital reduces their limited partners’ unfunded capital. Prior to each payment of
Management Fees, each limited partner in the Fund is sent a capital drawdown notice that shows

the limited partner’s share of the Management Fee. Once the limited partner pays the amount
stated in the capital draw down notice, the Fund’s general partner facilitates the ultimate
payment of the Management Fee, if any, to CLCM. The calculation of the Management Fee
payable is disclosed to the limited partners in the Fund’s financial statements.

Certain investors in the Funds, including the general partners of the Funds, employees, business
associates and other “friends and family” of CLCM, CLCM Affiliates (as defined below) or its
personnel (“Adviser Investors”), will not typically pay Management Fees in connection with
their investment in a Fund. Notwithstanding that Adviser Investors will generally not pay
Management Fees, Adviser Investors will pay for their pro rata share of certain Fund expenses
or the pro rata portion of such Adviser Investors’ expenses will be allocated to the general
partner of the applicable Fund.

Payment of Fees in Advance

CLCM receives Management Fee payments quarterly in advance from the Funds. To the extent
that the Advisory Agreement is terminated, or the Fund is dissolved, the Firm will return any
unearned portion of Management Fees or unused fee offsets, if any, as required under the terms
of the Fund’s Governing Documents.

Other Fees

Fees Payable by the Portfolio Companies

In addition to Management Fees and performance allocations, CLCM and its affiliates are
permitted to receive a variety of other cash, equity and other non-cash fees relating to the
investment activities of a Fund, its portfolio companies and prospective portfolio companies,
including transaction fees, director fees, and monitoring fees, (collectively with the other fees
described in this section, “Other Fees”).

The amount and timing of Other Fees received by CLCM or its affiliates are generally specified
in the respective Fund’s Governing Documents or other documentation governing the
applicable transaction. Generally, under the terms of the applicable Governing Documents, for
purposes of calculating any management fee offset, Other Fees may be net of out-of-pocket
costs and expenses incurred by CLCM in connection with consummated or unconsummated
transactions or in connection with generating any such fees.

Allocation of Other Fees and Management Fee Offset

Certain of the Funds’ general partners, or affiliates of the foregoing may receive fees directly
from potential Fund investments for services rendered. One hundred percent (100%) of any
such fees, whether in cash or in kind, received by any of the foregoing would offset, on a dollar-
for-dollar basis, the amount of the Management Fee due from the Fund, with such offset carried
forward until exhausted (“Fee Offset”). For certain Funds, eighty percent (80%) of excess
reimbursed broken deal expenses serve as Fee Offsets. For certain Funds, one hundred percent
(100%) of all placement fees paid by such Fund will offset the amount of the Management Fee
due from the Fund, as set forth in the relevant Funds’ Governing Documents.

Expenses

Adviser Expenses

CLCM generally bears the following expenses: (i) the compensation of all employees, payroll
taxes relating thereto, the rent and general office overhead including clerical, bookkeeping and
administrative costs, office supplies, office equipment expenses and other like expenses; (ii)
certain regulatory and compliance costs of CLCM and the general partners and (iii) all
entertainment and travel expenses (to the extent not related to fund investments which are
included in Fund operational expenses).

Prospective investors should be aware that CLCM reserves the right to modify its
methodologies and/or practices with respect to the allocation of expenses shared between Funds
and/or CLCM to the extent permitted by applicable law and subject to any requirements or
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Item 7. Types of Clients

The Firm provides investment advice and portfolio management services to the Funds. The
Funds are related to the Firm because there is majority common ownership and control between
CLCM and the general partners of the Funds. All of the current Funds are closed-end investment

partnerships that do not accept additional capital after a stated offering period or offer
redemption rights or periodic liquidity to limited partners.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and 1940 Act, and each Fund typically requires that each third-party investor be
an “accredited investor” as defined in Regulation D under the Securities Act, a “qualified
purchaser” as defined in the 1940 Act, and/or a “qualified client” within the meaning of Rule 205-
3 under the Advisers Act.

Certain third parties unaffiliated with CLCM are subject to a minimum investment amount
ranging from $250,000 up to $10 million, depending on the Fund. However, the general partner
reserves the right to accept lesser amounts in its sole discretion, subject to applicable legal
requirements.

Investors participating in the Funds generally include: corporate investors; institutional
investors, including pension plans and insurance companies; other pooled investment vehicles;
and family offices/high net worth individuals. CLCM reserves the right to manage separate
advisory accounts for individual or institutional accounts.