Highbar Management LLC

Item 5. Fees and Compensation

HighBar receives compensation from a combination of Management Fees, carried interest allocations,
and other fees payable by or in respect of portfolio companies or prospective portfolio companies. The
Operative Documents set forth in detail each Funds’ fee and expense structure, and investors should consult
these documents for further information on fees and expenses. Terms not defined herein are defined in the
applicable Operative Documents.

Management Fees

The Funds will pay the Management Company a “Management Fee” based on active invested capital post-
Investment Period. The Management Fee shall be payable periodically in cash, the details are as outlined in
the Funds’ Operative Documents.

The General Partners, HighBar, their affiliates or any of their respective directors, officers, managers or
employees are not expected to bear any portion of the Management Fee, except as noted below.

Other Fees

HighBar is entitled to or has received Directors’ fees or Consulting fees, Break-up fees, or equivalent
compensation (each as defined in the Partnership Agreement), subject to offset against the Management
Fee as described below. This does not include any amounts received by any Operating Professionals (as
defined below), any HighBar personnel or any other person from a portfolio company as reimbursement for
expenses directly related to such portfolio company or a prospective portfolio company, as payment for
services provided to any portfolio company in the ordinary course of such portfolio company’s or
prospective portfolio company’s business or as compensation for services provided by an Operating
Professional or any other person as an employee of or in a similar capacity for such portfolio company or
any of its subsidiaries.

Management Fee Offset

The amount attributable to Management Fee-paying Limited Partners of any directors’ fees or consulting
fees, break-up fees, broken deal, “topped bid,” or equivalent compensation paid, whether in cash or in kind,
received by HighBar or any HighBar officer or employee of any of them from any company in which a
Fund then holds an interest (other than direct reimbursement of out-of-pocket expenses and subject to such
other adjustments and exceptions as described in the Partnership Agreement) (hereinafter, “Fees Subject to
Offset”) shall be offset against and reduce the amount of the Management Fee payments next due the
Management Company pursuant to the Partnership Agreement.

Carried Interest

As described in Item 6 below, HighBar is entitled to be allocated carried interest (“Carried Interest”) with
regard to the Funds, which generally equals a specified percentage of realized profits net of all expenses
and may be subject to preferred return and catch-up provisions. Each Funds’ Carried Interest arrangement
may differ, and each calculation is further described in the relevant Funds’ Partnership Agreement.

Expenses

As set forth more fully in the applicable Partnership Agreement and subject to any limitations set forth
therein, each Fund generally bears all expenses relating to the Funds’ activities to the extent not paid by

portfolio companies; all Organizational Expenses and all Partnership Expenses (in each case as defined in
the Partnership Agreement) shall be paid by the Funds. To the extent that the General Partner, Management
Company or any of their affiliates pays any Organizational Expenses or Partnership Expenses on behalf of
the Funds, the Funds shall reimburse the General Partner, Management Company or such affiliate, as the
case may be, upon request.

A Fund generally shall bear all Organizational Expenses in an amount not to exceed the amount specified
in the Partnership Agreement, unless otherwise approved by the limited partner advisory board (the
“Advisory Board”).

For avoidance of doubt, HighBar will pay normal operating overhead, including salaries of its employees
and rent and other expenses incurred in maintaining its place of business, except as otherwise provided in
the applicable Partnership Agreement.

HighBar will allocate fees and expenses to be borne by the Funds in accordance with the Operative
Documents or, to the extent the Operative Documents do not expressly provide for a method of allocation,
as determined by HighBar in good faith and in its fair and reasonable discretion in accordance with its
internal policies and procedures.

Please refer to the Funds’ Operative Documents for further information regarding the fees and expenses of
HighBar and the Funds.

Operating Professionals

The General Partner expects to utilize on behalf of the Fund and/or its portfolio companies operating
partners, executives and other consultants, which may be affiliates of the General Partner, employees of
such affiliates (including of the Management Company or another entity owned and/or controlled by
personnel of the Management Company and/or its affiliates), portfolio companies of other funds managed
by the General Partner or its affiliates, “venture partners,” “entrepreneurs-in-residence,” “executives-in-
residence,” “consultants,” “contractors,” “advisers” and/or other third-party consultants (including
individual Operations Group members, consultants, Operating Executives and other external executives)
(“Operating Professionals”). The General Partner may designate Operating Professionals in its sole
discretion. The General Partner expects Operating Professionals to regularly provide services to, or in
connection with, the Fund or one or more portfolio companies or prospective portfolio companies in relation
to identification, diligence, operations and/or other investment-related and operational activities, and
Operating Professionals may serve on boards of directors or other similar governing boards of portfolio
companies (“Services”).

The fees and expenses associated with any such Services (“Consulting Fees and Expenses”) are expected
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Item 7. Types of Clients

HighBar provides discretionary investment advice to the Funds, which are private investment vehicles that
are exempt from registration under the Investment Company Act.

The investors participating in the Funds come from a diversified base of institutional investors including
university endowments, insurance companies, public pensions, corporate pensions, foundations, asset
managers, family offices, and funds of funds. They also include HighBar employees, members of their
families, and Operating Professionals.

Interests in the Funds are sold only to investors who meet qualification requirements under applicable
securities laws. HighBar generally limits its respective investors to (i) “accredited investors” as defined in
the Securities Act, (ii) “qualified purchasers” or “knowledgeable employees,” each as defined in the
Investment Company Act and (iii) “qualified clients,” as defined in the Advisers Act. Investors in the Funds
must meet certain qualifications prior to making an investment in the Funds.

The Funds generally do not have a minimum investment amount.