Leon Capital Management LLC

Item 5 – Fees and Compensation
Management and Performance Fees
Leon Capital Management or an affiliate may receive fees from the Funds as set forth in each of
the Fund’s governing documents (“Management Fees”). Annual Management Fees (in some
instances referred to as Advisory Fees), are generally calculated and payable either monthly or
quarterly, and are either based on an Investor’s capital account balance at such time or on each
Investor’s capital commitment, as specified in each Fund’s governing documents. The
Management Fee rate varies depending on the Fund but generally ranges between 0% and 2.75%.
Once paid, the Management Fee is non-refundable. Leon Capital Management has the right to
waive receipt, in whole or in part, of any Management Fees with respect to any Investors
(including, without limitation, affiliates of the firm) in its sole discretion without notice to or the
consent of the other Investors. Capital contributions may be called to fund Management Fees in
accordance with Fund governing documents.

In addition to Management Fees, the firm or an affiliate is generally entitled to receive a
performance or incentive allocation as set forth in each Fund’s governing documents, typically
20% subject to a hurdle or preferred return.

Each Fund may have multiple share classes of interests, which each represent a separate pool of
assets. The firm or an affiliate may receive a performance or incentive allocation with respect to
capital accounts corresponding to certain classes of interests irrespective of whether such Investors
also have capital accounts corresponding to additional investment classes that are experiencing net
losses. The firm, in its sole discretion, may waive or reduce the performance or incentive allocation
with respect to any Investor (including, without limitation, affiliates of the firm’s) for any period
of time, or agree to apply a different performance or incentive allocation for any Investor, in each
case, without notice to or the consent of the other Investors.

In accordance with fund governing documents, the firm or an affiliate may also be entitled to
various additional fees, including acquisition fees, mortgage service fees, property management
fees, and sale leaseback fees.

As discussed in Item 4 – Advisory Business and Item 12 – Brokerage Practices – Allocation of
Investment Opportunities, the firm’s sole owner, or an affiliate thereof, may make direct
investments on its own as well as with qualified investors who opt to invest alongside the company
in such direct investment opportunities. Investors in such opportunities may not pay Management
Fees.

Our Billing Practices
The firm’s fees will be billed according to the advisory agreement with the client, which may
include quarterly billing in arrears, quarterly billing in advance, and monthly billing; however, the
timing and frequency of billing will vary by client. Fund management fees may be paid from
capital contributions, drawdowns from an available line of credit, proceeds received in respect to
any investments, or other assets as determined by the Fund’s general partner or LLC manager.

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Third Party Fees
Leon Capital Management will not provide custodial services, and we are not affiliated with a
brokerage firm. The firm’s brokerage practices are discussed in Item 12 of this brochure. Clients
may incur other third party fees in connection with accounts that we manage, including custodial
fees. As further described in Fund governing documents, for certain Fund share classes, there will
be an upfront commission fee (“the Subscription Fee”), payable to an introducing broker. The
Subscription Fee is a one time charge paid by the Investor and will reduce the amount of their
initial investment. In addition, the Client’s introducing broker may receive a trailing fee related to
maintaining the relationship with the Client and providing certain administrative and investment
services.

Fee Offsets and Related Conflicts
In certain cases, fees received by the Firm or its affiliates from portfolio companies owned by the
Funds, Firm affiliates and co-investors (“Portfolio Companies”), including transaction fees,
break-up fees, monitoring fees or other similar compensation (“PortCo Fees”), are subject to
offsets against management fees, to the extent required by certain Fund governing documents.
However, since not all PortCo Fees are subject to offsets, and since the Firm has sole discretion
to allocate PortCo Fees received from Portfolio Companies owned by multiple Funds, affiliates
and co-investors when calculating offsets, this creates a conflict of interest for the Firm, as the
Firm has an incentive to allocate PortCo Fees in a manner that reduces overall offsets and
increases the overall compensation received by the Firm or its affiliates. There can be no
assurance that the Firm will resolve such conflicts of interest in a manner that is favorable to the
Funds or their investors.

Placement Agent Fees
The Firm or its affiliates at times engage placement agents or similar intermediaries in
connection with capital raising activities. For certain Funds, placement agent fees either borne by
the Firm directly, or are paid for by the Fund but result in management fee offsets. In certain
cases, investors engage their own placement agents, in which case such fees are typically not
subject to management fee offsets, as disclosed in Fund offering documents. Certain placement
agents charge fees both to the investors as well as the Fund or the Firm, and the Firm sometimes
has input the negotiation of these arrangements. This creates a conflict of interest for the Firm,
since it has an incentive to structure placement agent arrangements in such a manner that its
placement agent expenses are reduced and to increase capital raising activities and related
compensation.

Affiliate and Additional Fees
...

Item 7 – Types of Clients
Leon Capital Management serves as an investment adviser to private funds and may in the future
provide such services to institutional separately managed account clients, including private
employer pension and profit-sharing plans, state and local government retirement systems and
endowment and foundation funds. Investors within the private funds managed by Leon Capital
Management include institutions, family offices, and other domestic or international investors who
meet the qualification standards described below.

The Funds, which include investment partnerships or other investment entities formed under U.S.
domestic or non-U.S. laws, operate as exempt investment pools under the Investment Company
Act of 1940, as amended (the “Investment Company Act”). The Firm will not provide investment
advice directly to investors in the Funds on an individual basis. Investors in the Funds generally
include high-net-worth individuals, family offices, and institutional investors such as foundations,
endowments, and may also include state retirement systems. Fund interests are offered and sold
generally to investors that are (a) “accredited investors” as defined under Regulation D of the
Securities Act of 1933, as amended, (b) “qualified clients” as defined under the Advisers Act or
other “knowledgeable employees” of the firm, and/or (c) “qualified purchasers” as defined in
Section 2(a)(51)(A) of the Investment Company Act.

The Funds require a minimum commitment as disclosed in Fund governing documents, which can
vary from fund to fund, but such amount may be reduced with the prior agreement of the firm,
subject to applicable legal requirements.

Leon Capital Management’s Clients rely on certain exclusions and exceptions from the definition
of “investment company” in the Investment Company Act. Accordingly, none of Leon Capital
Management’s Clients are registered as investment companies with the SEC.

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