Interlock Equity LP

Item 5 – Fees and Compensation

The Governing Documents set forth in detail the fee structure relevant to such Fund.

Interlock typically receives compensation from fees based on a percentage of assets under
management, performance-based compensation, and payment of certain other fees or
expenses, in each case, as disclosed in the Governing Documents. See the below sections
on management fees and performance-based compensation for further details. Investors
should review the Governing Documents detailing all fees and expenses incurred by the
Funds to fully understand the total amount of fees and expenses to be paid by a Fund.

Interlock reserves the right to negotiate fees and waive all or a portion of the fees paid by
investors in the Funds. Interlock, in its discretion, is permitted to enter into different fee
arrangements with different Funds or investors in the Funds for the same investment
management services, including the Firm’s personnel and affiliates.

Management fees payable by a Fund are generally deducted from cash held by such Fund
following the funding of undrawn capital commitments by investors in such Fund, or the
withholding of such amounts from proceeds otherwise distributable by such Fund, in each
case in accordance with the Governing Documents.

Investment Management Fees

Subject to the terms and conditions of each Fund’s Governing Documents, Interlock or the
General Partner will receive a management fee. Generally, these fees are payable quarterly
in advance and range from 0% to 2% of each Fund’s capital commitments
(“Commitments”). Upon a date specified in the Governing Documents (the “Stepdown
Date”), the fees borne by a Fund generally will be reduced during such Fund’s term, as
more fully described in the Governing Documents. The management fees and other fees
and distributions described herein are subject to modification, waiver or reduction by
Interlock in its sole discretion, both voluntarily and on a negotiated basis with selected
investors via side letter and other arrangements (“Side Letters”), which may not be
disclosed to all other investors in the same Fund. The fee structures described herein are
permitted to be modified from time to time. In some instances, fees are expected to differ
from one Fund to another, and could potentially vary among investors in the same Fund.
Management fees paid by a Fund are indirectly borne by investors in such Fund.
Management fees billed to and received from the Funds generally accrue and become
payable quarterly in advance and will be prorated on a daily basis for partial fiscal quarters.

                                                                               Part 2A of ADV:
                                                                  Interlock Equity LP Brochure

As is generally the case in private equity funds, the Governing Documents provide that a
Fund’s Management Fees will be calculated and charged on a basis that generally is not
tied to the Fund’s then-current net asset value. As further specified in the Governing
Documents, from the effective date of the relevant Fund until the Stepdown Date,
Management Fees generally will be charged based on a formula tied to the amount of the
relevant Fund’s aggregate Commitments. Further, after the Stepdown Date, Management
Fees generally will be charged and calculated based on a formula tied to the amount of
investment contributions (including, where applicable, a Fund borrowing component)
made by the relevant Fund relating to the Fund’s aggregate investment(s) in its portfolio
companies, except those that have been permanently written down (such investments,
“Impaired Value Investments”) or realized.

Under the Governing Documents, where the fair market value of a Fund’s aggregate
investments in a portfolio company exceeds the total amount of investment contributions
relating to such investment, post-Stepdown Date Management Fees will not be calculated
based upon such appreciated value, and will instead continue to be calculated based on the
amount of such investment contributions. Conversely, the Governing Documents do not
require Management Fees to be reduced or refunded following the occurrence of a write-
down, decrease (including a significant decrease) in fair value or other event not
constituting a complete realization, such as a reorganization, roll-over investment in
connection with a sale or dividend distribution, except in the case where the Fund’s
aggregate investment(s) in a portfolio company meet the relevant Impaired Value
Investment standard under the Governing Documents. For the avoidance of doubt,
following the Stepdown Date, if the fair market value of an Impaired Value Investment or
partially realized investment is less than the total amount of investment contributions
relating to such Impaired Value Investment or partially realized investment, then the
amount of Management Fees otherwise payable relating to such investment will be reduced
solely based on the ratio of the fair market value of the aggregate remaining investment(s)
as compared against the amount of total investment contributions relating to such
investment(s) as of the first day of the period with respect to which a determination is being
made.

As a result, and as is generally the case for private equity funds, the amount of Management
Fees generally will not correspond with fluctuations in the net asset value of individual
investments or of a Fund, including following the relevant investment period, and will not
be reduced in connection with any write downs (whether temporary or permanent), except
in the case of Impaired Value Investments. Except where the Governing Documents
expressly provide to the contrary, Management Fees will not be reduced (in whole or in
part) in the case of partial distributions (e.g., those resulting from a dividend
recapitalization) or reorganizations, restructurings, roll-over investments, extraordinary
...

Item 7 – Types of Clients

Interlock provides investment advisory services to the Funds. Investors in the Funds are
required to meet certain eligibility and suitability qualifications and make certain
representations prior to investing in a Fund. Subscription minimums are disclosed in the
relevant Fund’s offering documents but are generally a minimum initial investment is
$5,000,000, subject to waiver at the discretion of Interlock.

Each of the Funds is permitted to enter into Side Letters with certain prospective or existing
Fund investors whereby such investors including such persons that may be affiliated with
Interlock or its related persons may be subject to terms and conditions that are more
advantageous than those set forth in the offering memorandum for the Fund. For example,
such terms and conditions are expected to provide for special rights to make future
investments in the Funds, other investment vehicles or managed accounts; special
redemption rights, including those relating to frequency or notice; a waiver or rebate in
fees or redemption penalties to be paid by the and/or other terms; rights to receive reports
from the Fund on a more frequent basis or that include information not provided to other
investors (including, without limitation, more detailed information regarding portfolio
positions) and such other rights as are negotiated by the Interlock and such investors. The
modifications are solely at the discretion of the Interlock and permitted to be, among other
things, based on the size of the investor’s investment in a Fund, an agreement by an investor
to maintain such investment in a Fund for a significant period of time, or other similar
commitment by an investor to a Fund.

Investor in the Funds will be required to be “accredited investors” within the meaning of
Rule 501(a) under the Securities Act, “qualified clients” within the meaning of Rule 205-
3(d)(1) under the Advisers Act, and, as required, “qualified purchasers” within the meaning
of Section 2(a)(51) under the 1940 Act, and must meet other criteria as specified in the
Governing Documents.