Pacific Management Partners LLC

Item 5 – Fees and Compensation

A.     Fee Schedule
The fees and compensation payable to the Firm are negotiable and vary among the Funds. However,
the range of compensation is generally as follows:

       1.      Management Fee
The Firm typically receives a management fee equal to the Funds’ aggregated committed capital
multiplied by a percentage as set forth in the Governing Documents. The Funds’ management fees
are payable quarterly in advance. Management fees are not charged to the SPV at this time.
       2.      Performance-based Fees
Each Fund’s and the SPV’s General Partner or Managing Member, as applicable, generally receives a
carried interest equal to a percentage of all realized profits, as described more fully in each Fund’s
Governing Documents. The General Partner or Managing Member, as applicable, for certain funds
may also receive an additional amount of carried interest based on the terms of one or more
secondary transactions effected by current Investors in the Fund. The carried interest is generally
subject to a clawback at the end of life of the Funds if the General Partner or Managing Member, as
applicable, has received excess cumulative distributions.
The carried interest will only be charged to accounts of those Investors who are “qualified clients” as
defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended (“Advisers Act”).
       3.      Fee Comparison
Fund expenses, including the management fee and any performance-based fees, can constitute a
higher percentage of average net assets than could be found in other investment programs.
B.     Payment of Fees
Management fees, performance-based fees, and third-party fees (discussed below) are deducted
from the applicable Funds’ assets. Management fees are paid quarterly in advance. Performance-
based fees are only paid when the Funds distribute realized proceeds pursuant to the Fund’s
Governing Documents.
C.     Fund Expenses and Other Fees
The Funds bear all costs and expenses related to the purchase, holding, sale or exchange of portfolio
securities (including, legal, audit, accounting, and banking and brokerage expenses, consulting
expenses for services that the General Partner could not reasonably be expected to perform, any
placement fees and finder’s fees related to investment in portfolio companies, and real or personal
property taxes), Fund meetings, indemnification obligations pursuant to the Governing Documents,
and liability and other insurance premiums. The Funds also bear all costs and expenses related to the
liquidation of the Fund’s assets upon termination of the Fund.

The SPV bears all costs and expenses stated in the applicable Governing Documents. Such expenses
include the SPV’s organization costs and the Firm’s ongoing operating and compliance expenses due
to the Firm’s registration with the SEC.

It is critical that investors refer to the relevant confidential Governing Documents for a complete
understanding of expenses. The information contained herein is a summary only and is
qualified in its entirety by such documents.

D.      Prepayment of Fees
The Funds invest in the securities of private companies on a long-term basis. Accordingly, all fees are
paid during the term of the Funds and Investors are generally not permitted to withdraw or redeem
Interests in the Funds. Fees paid at the beginning of the quarter (such as management fees) will not
be refunded or prorated for partial periods.
E.      Outside Compensation for the Sale of Securities
Neither the Firm nor its supervised persons accept compensation for the sale of securities or other
investment products outside of its association with the Firm.
The foregoing discussion in Item 5 represents the Firm’s basic compensation arrangements.
The management fees and incentive allocations described above are structured to comply
with Rule 205-3 under the Advisers Act. Fees and other compensation are negotiable in
certain circumstances and arrangements with any particular Investor may vary. Although the
Firm believes its fees are competitive, lower fees for comparable services may be available
from other investment advisers.

Item 7 – Types of Clients

The Firm provides investment advice and management to the Funds and may in the future provide
the same or similar services to other clients.

The Firm intends to restrict the number of Investors in the Funds and will offer Interests only through
non-public transactions in order to maintain their exclusion from “investment company” status
under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Prospective Investors in the Funds must meet eligibility criteria, and are subject to certain
withdrawal requirements and limitations. Prospective Investors are encouraged to thoroughly
review a Fund’s Governing Documents, which set forth all of the terms in detail. Though the Funds
generally pursue the same strategy, offering terms may differ.
Each Investor generally must be an “accredited investor” (as defined in Regulation D under the
Securities Act of 1933) and “qualified client” (as defined in Rule 205-3 under the Advisers Act) and
must meet other criteria as specified in the Governing Documents. The minimum initial investment
varies by Fund but is generally $20,000, subject to waiver at the discretion of the Firm.