Liquid Capital Management LLC

Item 5 – Fees and Compensation

A.

        1.      Funds Fee Schedule
The fees and compensation payable to Liquid Stock are generally not negotiable, but Liquid Stock
may, in its sole discretion, reduce, waive or calculate differently the management fee and carried
interest (discussed below) with respect to any Investor.
                  •         Management Fee
Liquid Stock (either directly or via a General Partner) typically receives a quarterly management fee
from each Fund (other than the SPV) calculated as a percentage of each Investor’s capital
commitment. The management fee is typically between 1.5% - 2.0% per year of the Investors’ capital
commitment. The management fee reduces when each Fund’s capital has become fully invested or
upon the expiration of the Fund’s investment period. The General Partner may, in its sole discretion,
reduce, waive or calculate differently the management fee with respect to any Investor. Please read
each Fund’s Constituent Documents for detailed information on the management fees you will pay as
an investor in that Fund. The SPV does not charge a management fee.
                  •         Carried Interest
An affiliate of Liquid Stock, receives, upon distribution to Investors, a percentage of profits made by
each Fund (other than the SPV). Carried interest is calculated as European fund-as-a-whole
distribution waterfall. The carried interest ranges from 10% - 20% of Fund profits based on certain
net internal rates of return, as specified in each Fund’s Constituent Documents. The SPV does not
distribute any carried interest. Carried interest is distributed only in respect of those Investors who
are “qualified clients” as defined in Rule 205-3 of the Advisers Act.

                                                                                            Part 2A of ADV:
                                                                            Liquid Capital Management LLC
                                                                                                  Brochure

        2.      ALF Fee Schedule
The fees and compensation payable by ALF were specifically negotiated with ALF. They include both
a Servicing Fee and Retained Economics of each transaction as outlined below.
                   •       Servicing Fee
Liquid Stock (either directly or via LCM II) receives a pre-paid servicing fee of $62,500 (“Pre-Paid
Servicing Fees”). During the period from ALF’s acquisition of the agreements until the earlier of (i) the
final settlement date and (ii) the two-year anniversary of ALF’s acquisition (the “Servicing Period”), ALF
pays a servicing fee, quarterly in arrears for each calendar quarter, offset against any Pre-Paid Servicing
Fees, equal to 1% of the average daily amounts of all such agreements each quarter (the “Servicing Fee”).
In the event any agreements extend beyond the Servicing Period, the Servicing Fee reduces to 0.5%, and
shall only be payable in the event that the gross Internal Rate of Return of such agreement exceeds a target
hurdle rate.
                   •       Retained Economics
Liquid Stock retains economics in each transaction above target gross Internal Rate of Returns across
calendar years. In addition, Liquid Stock maintains the ability to invest in up to 5% of each
transaction. ALF is a “qualified clients” as defined in Rule 205-3 of the Advisers Act.

        3.      Fee Comparison
Liquid Stock’s compensation, including the management fee and carried interest for the Funds, and
the servicing fees and retained economics for Spark, may constitute a higher percentage of average
net assets than would be found in other investment vehicles or with other investment advisers.
B.      Payment of Fees
        1.      Funds. Management fees, carried interest, and third-party fees (discussed below)
                are deducted from Client asset accounts. Management fees are paid in advance and
                are withdrawn at the beginning of the quarter.

                Carried Interest is distributed when distributions are made by a Fund to Investors.
                Distributions are typically made within 30 days of the receipt of cash or marketable
                securities from the disposition of portfolio investments.
        2.      Spark. Servicing fees and retained economics are paid by ALF. The Pre-Paid
                Servicing Fee is paid quarterly in advance, while the Servicing Fee is paid in arrears.
                The Retained Economics are paid on an annual basis in arrears.

                                                                                       Part 2A of ADV:
                                                                       Liquid Capital Management LLC
                                                                                             Brochure

C.      Third-Party Fees
Each Fund bears costs and expenses that Liquid Stock reasonably determines to be necessary,
appropriate, advisable or convenient to realize that Client’s investment objective, including but not
limited to: (i) management fees; (ii) all general investment expenses; (iii) all operating and
administration expenses, including but not limited to, all custodial fees, accounting, brokerage
commissions, clearing fees, borrowing charges, interest on margin and other borrowings, and taxes
incurred in connection with the Client’s account; and (iv) such other expenses as may be set forth in
the Constituent Documents. ALF’s costs and expenses are specifically negotiated.
Liquid Stock’s fees are exclusive of brokerage commissions, transaction fees, and other related costs
and expenses that are incurred by the Clients. Such charges, fees and commissions are exclusive of
and in addition to Liquid Stock’s management fee, and Liquid Stock does not receive any portion of
these commissions, fees, and costs.
Please see Item 12 of this Brochure regarding the use of brokers.
D.      Prepayment of Fees
...

Item 7 – Types of Clients

As described in Item 4.B., Liquid Stock provides investment advice and management to the Funds,
which are privately offered pooled investment vehicles.
Liquid Stock restricts the number of Investors in the Funds and offers Interests only through non-
public transactions in order to maintain the Funds’ exclusion from “investment company” status
under the Investment Company Act of 1940. Investors are required to be “accredited investors,” as
defined in Regulation D under the Securities Act of 1933 and meet other eligibility criteria as specified
in the Constituent Documents. Liquid Stock had the right, in its sole discretion, to waive any
admission standard with respect to any Investor.
As described in Item 4.B., Liquid Stock provides origination and servicing to ALF.