Connor Capital SB LLC

ITEM 5: FEES AND COMPENSATION

Connor Capital Management Fees & Carried Interest

Connor Capital and the General Partner receive various fees from the Funds for their services at a
negotiated rate based on each Fund’s particular circumstances. Fees for these services are set forth
in the Governing Documents or applicable investment management agreement.

Connor Capital’s management fees for its Funds are initially generally charged as a percentage of
the Funds aggregate capital commitments until the earlier of the expiration of the Investment
Period. Thereafter, the management fee is generally assessed at a percentage of the Fund’s adjusted
funded capital commitment. Management fees begin accruing on the initial closing date and will
be payable quarterly in advance unless deferred by the Manager, as defined in the Fund’s
Governing Documents (the “Management Fee”).

The General Partner is generally entitled to receive a carried interest distribution (typically 20%)
of the net profits derived from the disposition of investments, after the return of capital
contributions and a preferred rate of return to Investors, (the “Carried Interest”), as defined in the
Governing Documents for each Fund. Upon final dissolution of the Fund, the General Partner is
generally required to return Carried Interest distributions to the extent that such distributions
exceed the amounts that would have been distributed if such Carried Interest distributions were
calculated on the aggregate basis covering all Funds transactions (subject to terms and limitations
set forth in the applicable Fund’s Governing Documents.) Carried Interest distributions are
calculated from time to time upon the disposition of portfolio investments and are allocated or
distributed to the General Partner or affiliate following the return of capital contributions and
preferred return to Investors.

Portfolio Company Fees

Connor Capital or a Connor Capital affiliate is entitled to certain fees from Portfolio Companies
in which the Fund invest and/or in connection with Portfolio Company investments, which may
include advisory fees, transaction fees, consulting fees, directors’ fees, monitoring fees, closing
fees, or similar fees (“Special Income”). Pursuant to terms set forth in the Governing Documents
for the Fund (but not Investment Vehicles), such Special Income, after deduction of unreimbursed
expenses and costs of the General Partner and its affiliates (“Net Special Income”), generally
reduces the Management Fees payable to Conner Capital from the Fund (but not from Investment
Vehicles). Net Special Income for any such investment generally will be allocated among the Fund
and any co-investors pro rata in proportion to the Fund and such co-investors’ investment for
purposes of the offset as a percentage of the total investment. To date, Connor Capital has not
received any Special Income.

Other Expenses

In addition to the Management Fee, each Fund typically pays its own operating expenses, or
otherwise reimburses Connor Capital or a Connor Capital Affiliate, for these and other services as
well as for certain organizational and offering expenses related to the Fund (“Partnership
Expenses”). Partnership Expenses are described more fully in the Fund’s Governing Documents.

If any fees, costs or expenses are incurred jointly for any Fund, Acquisition Vehicle, and/or any
other account or entity sponsored or managed by Connor Capital or its affiliates, those expenses
will be allocated among such Funds or entities in a manner as we reasonably determine to be fair
and equitable under the circumstances.

Partnership Expenses typically include all reasonable out-of-pocket costs of administration of each
Fund, including consulting and accounting, audit, tax return preparation and legal expenses,
administrators’ fees, annual meeting costs, liability insurance, and limited partner reporting
expenses. Partnership Expenses also include out-of-pocket costs and expenses directly related to
portfolio investments or prospective investments (whether or not consummated), such as legal,
accounting and other professional or third-party costs, travel, entertainment and other costs.

Connor Capital seeks to structure Portfolio Company investments so that Deal Expenses are
absorbed or reimbursed by the relevant Portfolio Company, whenever practicable. Deal Expenses
that are not absorbed or reimbursed by a Portfolio Company, such as when a deal is not
consummated (i.e., “Dead Deal Expenses”) or when a security is purchased from someone other
than the issuer, are deemed Partnership Expenses and to the extent such expenses relate to a specific
investment are generally capitalized as part of the cost of the investment.

Any Investment Vehicles that are established to participate side-by-side with the Fund in multiple
deals, will pay a proportionate share of Dead Deal Expenses or other Deal Expenses that are not
charged directly to a Portfolio Company but are instead treated as Partnership Expenses.
Investment Vehicles that are established as a single-purpose entity to invest in a single Portfolio
Company, or other co-investors who participate individually in a single Portfolio Company
investment, will only pay any Dead Deal Expenses or other Deal Expenses related to that specific
Portfolio Company.

In addition, Portfolio Companies will pay directly, or reimburse Connor Capital or an affiliate, for
consulting fees or other expenses paid to operating partners or consultants, including those with
whom Connor Capital has a business relationship. Connor Capital contemplates that such operating
partners and consultants will include operating partners and consultants who on a long-term basis
spend a majority of their business time and attention providing services for the Partnership’s
Portfolio Companies. Fees paid to such operating partners and consultants will not reduce
Management Fees. Operating partners may further participate in sourcing potential portfolio
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ITEM 7: TYPES OF CLIENTS

Connor Capital provides investment management services solely to Private Funds exempt from
registration under the Investment Company Act and Securities Act. Investors in the Private Funds
are generally institutional investors and certain high net worth investors that are “accredited
investors,” “qualified clients” and “qualified purchasers” within the meaning of the Securities Act,
the Advisers Act and the Investment Company Act, respectively.

The Private Funds have a specified minimum investment as set forth in their Governing
Documents. This minimum investment is subject to discretion, and Connor Capital or its affiliates
may permit investments of a smaller amount generally or with respect to any Investor.