O15 Capital Partners LLC

ITEM 5 – FEES AND COMPENSATION

o15 receives compensation from the private funds it advises in the form of a
management fee and a performance-based allocation (commonly known as “carried
interest”).

Management Fee
The Adviser generally charges each Fund an annual management fee of a percentage
of the Fund’s committed capital or invested capital (as defined in each Fund’s
governing documents). This fee compensates the Adviser for managing each Fund’s
operations, sourcing and monitoring investments, and providing other advisory services.
The management fee percentage may vary by Fund and is described in, and calculated
based on the capital basis outlined in, each Fund’s partnership or operating agreement
and is collected in advance. The fees for the SBIC Funds also are calculated and subject
to SBA policies. Fees are typically due and payable at the beginning of each calendar
quarter for services provided during that quarter.

Performance-Based Compensation (Carried Interest)
In addition to the management fee, the Adviser is generally entitled to receive a
percentage of each Fund’s profits (the “Carried Interest”) after the Fund has first
returned to investors an annual preferred return (the “Hurdle Rate”) on their capital
contributions. Once the Hurdle Rate is met, the carried interest is calculated based on
the profits of the relevant Fund. The Carried Interest percentage and the Hurdle Rate
may vary by Fund and are described in the relevant Fund’s governing documents. The
calculation of carried interest may be subject to a catch-up provision and is typically
made upon the realization of profits (e.g., the sale of an investment or distribution
event). The carried interest structure does not apply to the SMA Fund, which operates
on a no-fee/no-carry co-investment basis.

Other Fees and Expenses
The Investors in each Fund generally bear all costs and expenses incurred in connection
with the organization of the Fund, including legal and accounting fees, printing costs,
travel and out-of-pocket expenses, and all costs and expenses incurred in connection
with the offering of Interests (“Organizational Expenses”), pursuant to each Fund’s
Limited Partnership Agreement. Organizational Expenses are typically capped and any
excess is borne by o15. Details of each Fund’s Organizational Expenses are set forth
in the Fund’s governing documents.

Investors in the Funds also bear additional expenses, including but not limited to legal,
accounting, audit, administrative, and other Fund-related costs (“Fund Expenses”).
Fund Expenses typically include costs and expenses relating to the annual audit of the
Fund; the preparation of Federal and state tax returns; the preparation of K‐1s and any
other reports of the Fund or General Partner (including, without limitation, costs and
expenses related to preparing and delivering quarterly and annual reports to the
Limited Partners); the costs of a website for the benefit of Limited Partners; all

interest, costs and expenses for any indebtedness incurred by the Fund; all amounts,
if any, payable to SBA under the SBIC Act (including, without limitation, the cost of
obtaining an SBIC license and SBA examination fees) or attributable to the SBIC license;
all amounts payable in connection with any leverage commitment, leverage issuance,
and outstanding leverage; taxes payable by the Fund to Federal, state, local and other
governmental agencies; management fees; expenses incurred in the actual or proposed
acquisition, holding or disposition of assets, including without limitation, accounting
fees, brokerage fees, legal fees, taxes, costs related to the registration or qualification
for sale of Assets, investment banking fees, consulting fees, appraisal expenses, due
diligence expenses and broken deal costs; legal expenses of the Fund; insurance and
premiums protecting the Fund, the General Partner, the Adviser and any of their
officers, directors, managers, owners, and employees; reasonable costs and expenses
associated with meetings of the Limited Partners with the General Partner, meetings
of the Advisory Board, meetings with portfolio company executives, and meetings of
other committees of the Fund; costs of indemnification; securities filing fees related
to a portfolio company; fees or dues in connection with the membership of the Fund
in any trade association for small business investment companies and attendance
costs at trade association events; and any other costs of the Fund not reimbursed by
portfolio companies, including legal, auditing, consulting, financing, accounting and
custodian fees and expenses; brokerage commissions and other transaction expenses;
expenses associated with the Fund’s valuations; expenses associated with regulatory
registrations and compliance; other expenses associated with the acquisition, holding
and disposition of portfolio securities, including extraordinary expenses (such as
litigation, if any); and any taxes, fees or other governmental charges levied against the
Fund. Details of such expenses and how they are allocated are set forth in the Funds’
offering and governing documents.

Investors should refer to each Fund’s private placement memorandum, limited
partnership agreement, or other applicable governing documents for a complete
description of all fees, expenses, and compensation arrangements.

  ITEM 6 – PERFORMANCE-BASED AND SIDE-BY-SIDE MANAGEMENT

The Adviser does not directly receive performance-based fees from clients. However,
the general partner of each Fund, which is affiliated with the Adviser, is entitled to
receive a performance-based allocation commonly referred to as “carried interest.”

The general partner of each Fund (each, a “General Partner”, and together, the “General
Partners”) is entitled to receive a percentage of the Fund’s net profit as “carried
interest.” The General Partners earn carried interest after the Investors receive a return
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ITEM 7 – TYPES OF CLIENTS

o15 provides investment management and advisory services to the Funds which are
exempt from registration under federal securities regulations pursuant to either
Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act. Investment
management services and advice are provided directly to the Funds, subject to the
direction and control of the o15 affiliate that serves as the relevant Fund’s General
Partner. Investment advice is not provided individually to the investors in the Funds.
The minimum investment requirement for the Funds is $250,000. However, each
General Partner has the authority to waive these minimum commitment requirements.

Investors are required to make certain representations when investing in a Fund. These
representations include, but are not limited to representations that (i) the investor has
the capacity and authority to enter into the relevant legal documents and has validly
executed and delivered such documents, (ii) the investor is an “accredited investor” as
such term is defined under Regulation D promulgated under the Securities Act, (iii) the
investor is a “qualified purchaser” as such term is defined under the Investment
Company Act and/or a “qualified client” as such term is defined under Rule 205-3
under the Advisers Act, and that (iv) the investor will make, and has sufficient funds
to make, capital contributions in accordance with the relevant Fund documents.

The Funds and/or o15 are permitted to enter into, and have entered into, separate
agreements, commonly referred to as “side letters,” with certain investors that have
the effect of establishing rights under, or altering or supplementing the terms of, the
relevant Fund Documents in order to meet certain requirements of the relevant
investor. Side letters generally include, among other provisions, “most favored nation”
clauses; supplemental or modified reporting or disclosure rights; provisions addressing
specified laws or regulations applicable to the relevant limited partner; understandings
regarding certain permitted transfers of limited partner interests; acknowledgement of
interest in co-investment opportunities; fee modifications; and membership on the
advisory boards of the Funds. o15 will not be required to notify, or provide copies to,
all of the other investors of any such side letters or any of the rights and/or terms or
provisions thereof, nor will o15 be required to offer such additional and/or different
rights and/or terms to all of the other investors. Certain investors are provided, through
such side letters, with “most favored nation” status and will be notified of side letters
with other investors and can elect to receive terms which are the same or better than
other investors.