Level 5 Capital Partners LLC

Item 5 - Fees and Compensation

Advisory Fees and Compensation.

Fees payable by Clients to Level 5 or its related persons are set forth in detail in the
Governing Documents of the applicable Client. A brief summary of those fees are
provided below.

Asset-Based Compensation. Level 5 receives a fixed management fee (the “Management
Fee”) from Fund 1 and Fund 2 Limited Partners calculated and payable semi-annually in
advance at a rate of 2.0% per annum of the aggregate commitments of a Fund’s Limited
Partners during a Fund’s investment period. After the expiration of the investment period,
the Management Fee will be charged on the aggregated invested capital of the Limited
Partner. The General Partner may waive, reduce or modify the Management Fee for
certain investors in the Funds.

L5 Big Blue Swim School No. One, LLC and L5 Big Blue Swim School No. Two, LLC
will pay Level 5 a fixed Management Fee equal to 1.5% per annum of the aggregate
commitments of the Funds' Limited Partners. The Management Fee will be accrued
during the first year of operations but will be fully payable annually thereafter.

L5 Big Blue Swim School No. Three, LLC, L5 Big Blue Swim School No. Four, LLC
and L5 Big Blue Swim School No. Five, LLC will pay Level 5 a fixed Management Fee
equal to 1.5% per annum of the aggregate commitments of the Funds' Limited Partners.
The fee is charged in advance for the first three years and fully payable annually
thereafter.

In general, SPVs are not subject to a Management Fee.

Performance-Based Compensation. The General Partner is entitled to receive
performance-based compensation provided certain conditions are met, consistent with the
Governing Documents of Fund 1 and Fund 2. The General Partner is entitled to receive
up to between 15% and 20% carried interest from the Funds, which is calculated after
Limited Partners receive a return of their capital contributions to a Fund and a preferred
return of a specified rate, subject to catch-up allocations to the General Partner after such
preferred return is achieved. The General Partners may waive, reduce or modify the
performance-based compensation for certain investors in the Funds.

The General Partner of the Big Blue Funds is entitled to receive up to 15% carried
interest from the Big Blue Funds. The General Partners may waive, reduce or modify the
performance-based compensation for certain investors in the Funds.

In general, SPVs are not subject to performance-based compensation.

Payment of Fees.

The Funds pay the Management Fee directly to Level 5 in advance which will be
prorated for any partial periods. Each Fund will distribute carried interest (if any) directly
to the General Partner. Generally, the Funds will distribute carried interest at such times
as the General Partner determines that proceeds are available for distribution to a Funds’
Limited Partners, as further described in the Funds’ Governing Documents.

Additional Fees and Expenses.

Level 5 renders certain services to the Funds at its own expense and is generally
responsible for overhead costs including office rent, utilities, furniture and fixtures,
employee compensation, and payroll taxes.

The Funds will be responsible for all expenses related to the organization of a Fund, the
General Partner and the Manager and the offering of the interests, subject to an expense
cap. Any organizational expenses in excess of such amount shall be borne by the General
Partner without reimbursement; provided that the General Partner shall be entitled to
offset any such excess against Management Fees. The Funds will be responsible for all
other costs and expenses of a Fund including, without limitation, travel costs, fees and
other out-of-pocket expenses directly related to potential investments (whether or not
consummated) and to the acquisition, ownership, sale of investments, taxes, fees of
auditors and counsel, appraisal and valuation fees, expenses of the advisory committee,
directors and officers and other insurance, expenses associated with actual or threatened
litigation, expenses associated with the preparation of tax filings and the preparation and
distribution of reports to Limited Partners, expenses relating to the underlying portfolio
investments of the Funds that are incurred by the Funds and any other expenses related to
the business and operations of the Funds.

Allocation of Fund Expenses.

The General Partner, the Manager, the key person(s) and/or one or more of their
respective affiliates may from time to time incur expenses on behalf of one or more
Funds, the portfolio investments, and/or managed businesses. Although attempts will be
made by Level 5 to allocate such expenses on an equitable basis, there can be no
assurance that such expenses will in all cases be allocated appropriately and such matters
will not necessarily be brought to the advisory committee or the Limited Partners of the
relevant Fund for discussion or consultation.

Prepayment of Fees.

Limited Partners generally do not have the right to a withdrawal from the Funds until
such time as the Funds distribute funds in accordance with the Governing Documents of
the Funds or is liquidated. As such, there is generally not a situation in which the
Manager will be required to return pre-paid fees to a Limited Partner in the Funds.

Additional Compensation and Conflicts of Interest.

Neither Level 5 nor its supervised persons are compensated for the sale of securities or
other investment products.

Item 7 - Types of Clients

Level 5 provides advice to pooled investment vehicles, including the Funds. The Funds
are offered exclusively to accredited investors as defined under Regulation D under the

Securities Act of 1933, as amended (the “Securities Act”), and to qualified purchasers as
defined under Section 2(a)(51) of the Investment Company Act of 1940, as amended (the
“Investment Company Act”), and are therefore not required to register as investment
companies under the Investment Company Act in reliance upon the exemption under
Section 3(c)(1) or 3(c)(7) for funds whose securities are not publicly offered.

Funds have minimum investment amounts, as described in the Governing Documents for
each Fund, subject to waiver at the discretion of Level 5 or the general partner of the
relevant Fund.

Please refer to the Governing Documents of the applicable Fund for more complete
information on the minimum investment requirements of such Fund.