Level Equity Management LLC

ITEM 5. FEES AND COMPENSATION

  A. Level Equity’s fees and compensation arrangement vary among the Clients. The specific
     terms of such arrangements are established by Level Equity, and as set forth in each Client’s
     Governing Documents.

     The Firm generally charges the Funds a management fee, payable quarterly in advance, of up
     to 2.5% annually of (a) aggregate funded and unfunded investor commitments or (b) invested
     capital, as further disclosed in each Fund’s Governing Documents. The Firm has waived or
     reduced such fees for certain investors in the Funds. The Firm may receive miscellaneous
     servicing fees with respect to certain of its underlying Portfolio Companies, and such fees
     generally reduce the management fee owed by a Fund to the Firm to the extent set forth in
     the relevant Fund’s Governing Documents. A more complete description of the treatment of
     any miscellaneous servicing fees can be found in each Fund’s Governing Documents.

     The General Partners and Managing Members are also eligible to receive a performance‐based
     allocation (“Carried Interest”) with respect to realized investments in the Funds, as further
     described in each Fund’s Governing Documents.

     Certain Co‐invests are subject to Carried Interest, while others are not, as fully disclosed in
     each Co‐invest’s Governing Documents.

  B. Level Equity generally is paid the management fee from the Funds quarterly in advance, as
     further disclosed in each Fund’s Governing Documents.

  C. In addition to the fees described above, each Client is generally responsible for certain
     operating expenses as disclosed in the related Governing Documents. These expenses can
     include, but are not limited to the following costs and expenses (collectively, “Partnership
     Expenses”):

     (i)     all routine administrative expenses of the Client incurred in the ordinary course,
     including the cost of the preparation of the annual audit, financial and tax returns and tax reports
     required for investors or the Client, cash management expenses, consulting expenses, and
     routine legal and accounting expenses;

     (ii)    all out-of-pocket costs and expenses, if any, incurred (including incurred prior to the
     initial closing) in sourcing, developing, negotiating, structuring, acquiring, holding, and
     disposing of portfolio company (a Portfolio Company) investments (including potential
     Portfolio Company investments that are not ultimately made), including without limitation any
     financing (including in connection with obtaining third-party financing (such as commitment
     fees that are paid)), legal, accounting, recruiting, travel (which may include first class, business
     class and charter air transportation and ground transportation), advisory and consulting expenses
     in connection therewith (to the extent not subject to any reimbursement of such costs and
     expenses by Portfolio Companies or other third parties) and any costs or expenses related to the
     acquisition or maintenance of software used in connection with Portfolio Company monitoring
     and reporting;

     (iii)   brokerage commissions, registration fees and expenses, custodial expenses and other

investment costs actually incurred in connection with actual Portfolio Investments;

(iv)     interest on and fees and expenses arising out of all borrowings, including any credit
facility, made by the Client, including, but not limited to, the arranging thereof;

(v)     the out-of-pocket costs of any litigation (including the amount of any judgment or
settlement in connection therewith, excluding costs, judgments, or settlements with respect to
which an indemnified party is not entitled to indemnification hereunder), D&O liability or other
insurance and indemnification or extraordinary expense or liability relating to the affairs of the
Client;

(vi)   expenses of liquidating the Client;

(vii) any Client registration expense and any taxes, fees or other governmental charges levied
against the Client and all expenses incurred in connection with any tax audit, investigation, or
review of the Client;

(viii) the expenses of any advisory committee of the Client;

(ix)   fees and disbursements of attorneys, consultants, accountants, third party appraisers,
fund administration service providers and valuation experts and other professionals (including,
without limitation, legal fees in connection with any legal opinions required to be delivered
pursuant to a Client's Governing Documents);

(x)   the amounts required to be paid to any indemnified party pursuant to a Client's
Governing Documents;

(xi)    expenses incurred in connection with meetings of the Client (including, without
limitation, annual meetings);

(xii) costs and expenses incurred in relation to obtaining waivers, consents, or approvals
pursuant to a Client's Governing Documents and costs and expenses of and/or incidental to, the
preparation of amendments to a Client's Governing Documents

(xiii) all out-of-pocket costs and expenses of, and/or incidental to, the preparation and dispatch
to the investors of all checks, reports, circulars, forms and notices and any other documents
necessary or desirable in connection with the business and administration of the Client;

(xiv) the costs of forming and maintaining any alternative investment vehicle and any feeder
entity;

(xv) costs allocated in respect of any in-house services supplied by employees and/or
consultants of the Firm to the Client, including without limitation compensation for portfolio
support and value-creation services of the type described in Item 5.F. below, provided that (a)
such services would otherwise have been supplied by a third party in the ordinary course of the
Client's business and (b) any amount allocated in respect of such services is no greater than
...

ITEM 7. TYPES OF CLIENTS

As further described in Item 4 of this Brochure, the Firm currently provides investment advice to the
Clients. The Clients are investment vehicles that are exempt from registration under the Investment
Company Act of 1940, as amended (the "Investment Company Act"), relying on the exemptions
provided by Sections 3(c)(1) and/or 3(c)(7) thereof. Performance-based compensation with respect
to the Clients is charged only to investors that qualify as "qualified clients" within the meaning of
Rule 205-3 under the Advisers Act, or that are "knowledgeable employees" of the Firm within the
meaning of Rule 3c-5 under the Investment Company Act. All investors in the Clients are required
to qualify as "accredited investors" as defined in Regulation D under the Securities Act of 1933, as
amended, and, with respect to Clients relying on Section 3(c)(7), as "qualified purchasers" within the
meaning of Section 2(a)(51) of the Investment Company Act

Prospective investors should refer to the Governing Documents of each respective Client for
information on minimum investment requirements. Typically, Level Equity will generally require a
minimum investment ranging from $2 million to $5 million for the Funds and $250,000 for the Co‐
invests, although Level Equity maintains discretion to individually waive, increase or reduce the
minimum investment required.