Periscope Equity LLC

Item 5 – Fees and Compensation

Periscope and its affiliated General Partners receive fees and compensation in exchange for advisory
services provided to the Funds, including management fees, carried interest, additional compensation

in connection with management services performed for the portfolio companies of the Funds and
reimbursements from portfolio companies for certain expenses advanced on their behalf. The Funds
are also responsible for bearing certain expenses as detailed below and in each Fund’s Governing
Documents. Differences in fees and expenses exist from Fund to Fund, and certain Funds do not
charge certain fees, compensation or expenses that other Funds charge or charge them in different
amounts. The following is a general description of fees, compensation and expenses of the Funds.
Investors should refer to the Governing Documents of the applicable Fund for a complete
understanding of how Periscope is compensated for its advisory services; the information contained
herein is a summary only and is qualified in its entirety by such documents.

Management Fees

Periscope charges each Fund a management fee (the “Management Fee”), generally 2% per annum of
non-affiliated investor’s commitments. Management Fees are initially charged at 2% of each non-
affiliated investor’s committed capital for the period of time during which each Fund is making
investments; thereafter, the Management Fee is equal to 2% of each non-affiliated investor’s invested
capital with respect to investments that have not been disposed of or completely written off and for
some Funds, written off for U.S. federal income tax purposes. For certain Funds, the Fund’s
borrowings are taken into account for purposes of calculating the Management Fee, as provided in
such Fund’s Governing Documents.

The amount of Management Fees generally will not correspond with fluctuations in the net asset value
of individual investments, aggregate investments in a portfolio company or of a Fund, including
following the stepdown date, and will not be reduced in connection with any write-downs (whether
temporary or permanent), except in the case of investments that have been permanently written down.
Permanent write-down determinations are made in the discretion of the valuation committee in
accordance with the relevant Governing Documents and the Firm’s valuation policy. Except where
the Governing Documents expressly provide to the contrary, Management Fees will not be reduced
(in whole or in part) in the case of partial distributions, partial sales, reorganizations, restructurings,
roll-over investments or similar transaction, in each case in circumstances that do not result in the
complete disposition of the relevant Fund’s interest therein, and even in cases where the value of such
Fund’s investment or ownership percentage in a portfolio company has been reduced as a result of
such transactions. In addition, Management Fees generally will not be reimbursed or refunded under
the Governing Documents in the event of realizations, dispositions or partial write-downs that occur
partway through the relevant calculation period. Further, for certain Funds, where there has been a
partial disposition or permanent write-down of a Fund’s investment and the fair market value of the
investment following such event exceeds the total amount of the Fund’s investment contributions
relating to the investment, the Governing Documents do not require Management Fees after the
stepdown date to be reduced. In most circumstances, the post step-down Management Fee base will
include capitalized transaction-specific fees and expenses of unrealized investments, including
transaction fees charged by Periscope in connection with the investment, which poses a conflict of

interest in that the inclusion of such fees and expenses results in a higher Management Fee than if
such transaction fees and expenses were not capitalized into the asset base.

Assessed quarterly in advance, Management Fees are collected through a capital call, through a draw-
down on the Fund’s line of credit or offset against a distribution to investors. All Management Fees
were negotiated with the Fund’s investors during the fundraising period of the applicable Fund and
are not subject to negotiation thereafter. Generally, investors participating in a subsequent closing
after the initial closing of a Fund are responsible for paying the Management Fee as of the date of the
initial closing of such Fund, plus interest, as applicable. In addition, Management Fees are payable
during term extensions unless otherwise notified to investors.

The General Partners are permitted, in their sole discretion, to reduce or waive all or a portion of the
Management Fee and Management Fees can differ from one Fund to another as well as among
investors in the same Fund. Such differences can arise from the size of an investor’s commitment to
a Fund, provisions of side letter agreements or other negotiated terms. Fees are generally waived for
a General Partner and certain employees (including employees investing through a General Partner),
certain Operations Group members (defined below) and each of the foregoing’s family members
investing in a Fund, in each case as applicable (although these investors generally pay their pro rata
share of certain Fund expenses). Similarly, investors in a Co-Investment Fund generally pay a reduced
or no Management Fee on the co-investment portion of their investment (although such co-investors
generally pay Management Fees on the main Fund portion of their investment, if applicable, and pay
their pro rata share of certain expenses as described more fully below).

Management Fees will generally be reduced by, as applicable: (i) the amount of fees paid by a Fund
to entities or persons acting as a placement agent in connection with the offer and sale of interests in
such Fund; (ii) costs incurred by Periscope in connection with the organization of a Fund that exceed
...

Item 7 – Types of Clients

Periscope provides investment advice to its Funds, which are exempt from registration under the
Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder
(“Investment Company Act”). The Funds limit their respective investors to: (i) “accredited investors”
as defined in the Securities Act of 1933 and (ii) “qualified purchasers” or “knowledgeable employees,”
each as defined in the Investment Company Act, or (iii) if applicable, “qualified clients,” as defined in
the Advisers Act. Investors in the Funds must also meet certain other suitability qualifications
prior to making an investment in the Funds. The Funds are not registered or required to be
registered under the Investment Company Act, are not made available to the general public, their
securities are not registered or required to be registered under the Securities Act of 1933 and Fund
interests are privately placed to qualified investors. Qualified investors include individuals or entities
to which Fund interests are permitted to be sold, which generally includes (i) in the United States,
people or organizations who meet certain net worth, income and/or financial sophistication
requirements as described above or (ii) in other countries, as permitted by the relevant securities laws
in such jurisdiction and in compliance with any foreign offering provisions applicable to Periscope
and/or the Funds. The Funds typically require capital commitments from each investor of at least $5
million, depending on the Fund, although the applicable Fund’s General Partner has, in its sole
discretion, accepted lesser amounts.

The investors participating in the Funds include high net worth individuals, other investment entities,
university endowments, family offices, fund of funds, pension and profit-sharing plans, trusts, estates
or charitable organizations, corporations, limited partnerships, limited liability companies or other
business entities or other service providers retained by Periscope, and typically include, directly or
indirectly, employees of Periscope and members of their families.

On occasion, Periscope offers co-investment opportunities for certain investors to invest alongside a
Fund in Fund portfolio companies. As referenced in Item 4 above, co-investments have been
structured either as (i) a separate Co-Investment Fund or (ii) a direct investment by certain investors
into a portfolio company or its holding or operating company. When structured as a Co-Investment
Fund, Periscope considers the investment to be a Fund client, identifies the Co-Investment Fund in
its Form ADV Part 1, Schedule D, Section 7.B.(1), obtains an audit for the Co-Investment Fund,
reserves the option to assess a Management Fee and Carried Interest on such Co-Investment Fund
and includes the amount of assets of such Co-Investment Fund in the Firm’s regulatory assets under
management. In the case of direct co-investments, Periscope does not consider the investment to be
a Fund or a client, does not act as the investment manager to the co-investment portion of the
investment, does not charge Management Fees or Carried Interest to the investment, does not have
custody of the investment or include the amount of assets of the co-investment in the Firm’s

regulatory assets under management. In such direct co-investment opportunities, Periscope will
perform management, advisory and other services for the portfolio companies in which these co-
investors invest, generally at no cost to such co-investors except portfolio company fees and expenses
(which such fees and expenses are recorded at the portfolio company).

Opportunities to participate in co-investment transactions arise when Periscope has the opportunity
for an investment in an existing or prospective portfolio company and Periscope determines that (i)
an investment requires additional capital, (ii) all or a portion of the applicable opportunity is not
required to be offered to a Fund, (iii) the full investment opportunity is not appropriate for a Fund,
whether due to concentration restrictions contained in the Fund’s Governing Documents or otherwise
or (iv) Periscope believes the Fund will benefit from the participation of the co-investor(s). Such
determinations are based on the provisions of the applicable Governing Documents, side letter
agreements, agreements with lenders and such other factors as Periscope will consider in its sole
discretion, including those specified in its policies on investment allocation and co-investments.
Subject to any restrictions contained in the Governing Documents of the relevant Fund or any side
letter or other terms negotiated with respect to such Fund, in general no investor has a right to
participate in any co-investment opportunity. Periscope’s exercise of discretion in allocating co-
investment opportunities will not always result in proportional allocations among co-investors and
such allocations can be more or less advantageous to some co-investors relative to other co-investors.
When co-investment opportunities are permitted, it is possible that the size of the investment
opportunity otherwise available to Periscope’s Fund(s) will be less than it would otherwise have been
without the inclusion of such co-investors.

Periscope will select the investors that are permitted to co-invest in a particular portfolio company in
its sole discretion based on various factors, including those detailed in its Governing Documents and
as outlined in its internal policies and procedures. While one or more investors in the Funds are on
occasion invited to co-invest in a Fund’s portfolio company, Periscope is authorized in its sole
discretion to offer any or all of a co-investment opportunity to investors that are not investors in the
Funds. Co-investment opportunities are made available to select Fund investors and third parties,
...