Pacific Avenue Capital Partners Management Company LLC

Item 5. Fees and Compensation
The fees and expenses that are applicable to an investment are set forth and agreed to in each Client’s
governing documents, which may include a private offering memorandum, limited partnership agreement,
subscription and operating agreement, and investment management agreement or other agreements
(collectively, the “Offering Documents”). Investors and prospective investors must carefully review the
Offering Documents of the Client in which they are invested or may invest, to review the specific fees and
expenses applicable to their investment.

The Adviser or any of their respective affiliates, shall have the right to contract for and receive management
fees, performance-based fees, and portfolio monitoring fees (which for certain Clients is paid in advance)
from the Client in connection with the activities of the Adviser. The Adviser charges certain of its Clients
an annual management fee (the “Management Fee”) which is set forth in more detail in the applicable
Offering Documents. The Management Fee will be payable in advance on a semi-annual basis. The terms
of these fees range among the Clients, and the details for each Client are set forth in the relevant Offering
Documents. Whether these fees are paid in arrears or in advance is determined by the investment terms
applicable to a specific Client and set forth in its Offering Documents.

The Adviser, its affiliates and their respective employees may receive transaction, consulting, advisory,
directors’, monitoring, or similar fees (“Transaction Fees”) in connection with portfolio investments or
prospective portfolio investments of the Clients. Moreover, representatives of the Adviser may serve on the
board of directors of a portfolio company. At times, the Transaction Fees will reduce Clients’ future
payments of certain fees (but not below zero) (“Offset Fees”). However, such fees and other compensation
to be included in Offset Fees are subject to certain limitations and exceptions that are further detailed in the
relevant Governing Documents. Moreover, an affiliated operating company of the Adviser will employ
various operating partners and other subject matter experts to provide exclusive services to the Adviser’s
portfolio companies for a customary fee. In this case, such fees paid to the affiliated operating company
will not offset the Management Fee.

Subject to the terms of the relevant Client’s Offering Documents, generally the Client shall pay for any and
all expenses, costs and liabilities incurred by the Client including but not limited to its organizational and
operating expenses, which may include, but not be limited to: expenses incurred in connection with the
identification, structuring, negotiation, making, sourcing (including any retainers, success fees, finder’s fees
and other compensation paid to investment banks, consultants, finders and similar persons), researching,
holding, monitoring, development, ownership, operation, management, financing, sale, restructuring,
proposed sale or restructuring, other disposition or valuation of investments (including due diligence in
connection therewith), including, but not limited to, legal, accounting, audit, consulting, appraisal, hedging
and other expenses, reasonable expenses for travel, lodging, transportation and meals and expenses for
business development directly related to the development and management of investments and any
prospective investments.

While generally not negotiable, fees and expenses are deducted from Client accounts and the Adviser, in
its sole discretion, has and may in the future waive or modify the management fee and/or the performance
fee for principals, members, employees or affiliates of the Adviser or any general partner to a Client,
relatives of such persons, and for certain large or strategic investors. Accordingly, the Adviser may enter
into side letters or similar written agreements with one or more investors in a Client (each, a "Letter
Agreement" and, collectively, the "Letter Agreements") amending the applicable fees or providing other
preferential treatment in accordance with applicable law.

Moreover, an affiliate of the Adviser will at times provide certain operational services to the Clients and
their respective portfolio companies for an agreed upon fee. Such agreed upon fee shall generally equal the
expenses incurred in connection with such services, including, without limitation, compensation for time
spent. Such fees will not be an offset to the Management Fee.

Item 7. Types of Clients
As described in Item 4 “Advisory Business”, the Adviser advises the Clients. The Clients limit their
respective investors to persons who are both “accredited investors” as defined in the Securities Act of 1933
and “qualified purchasers” as defined in the Investment Company Act of 1940.

Any initial and additional subscription minimums for investors are disclosed in the Offering Documents.

The Adviser at times will also serve as investment manager for co-investment vehicles that may invest in
certain portfolio companies of the Clients. Opportunities to invest in a portfolio company may be made
available to any person or entity, including without limitation, strategic investors, lenders, deal sources,
other private equity or venture capital firms, limited partners of the Clients, other persons or entities
affiliated, associated or otherwise known to the Adviser or its personnel and unrelated third parties. This

may arise whenever the Adviser has the opportunity for an investment in an existing or prospective portfolio
company and the Adviser determines that all or a portion of the applicable opportunity is not required to be
offered to, or is not appropriate for, a Client. Such determinations are based on the provisions of the
applicable Offering Documents and other factors as the Adviser may consider in its sole discretion,
including those that may be specified from time to time in its policies on investment allocation. The Adviser
is not obligated to arrange co-investment opportunities, and no limited partner will be obligated to
participate in such an opportunity. The Adviser has sole discretion as to the amount (if any) of a co-
investment opportunity that will be allocated to any particular limited partner, if any, and in case all co-
investment opportunities will comply with applicable governing law.