Project Level Management Company LLC

Item 5 – Fees and Compensation
Private Funds’ Fees and Expenses

In general, Project Level receives a management fee and the General Partner receives a carried interest
allocation in connection with the provision of services to Private Funds. Each Private Fund’s management fee
and carried interest rates will be specified in its Fund Documents. Generally, management fees are paid
quarterly in arrears, following the end of the quarter for which services were rendered, out of the assets of the
Private Fund. Fees are calculated by applying the applicable fee schedule to the fair market value of the assets
of the Private Fund, as reasonably determined as of the last business day of each quarter or as otherwise
specified in the Fund Documents. See Item 6 for further information regarding performance-based fees.

Investors in a Private Fund also bear their pro rata portion of the initial organization and offering expenses, as
well as ongoing operating, administrative, and other expenses, of such fund. Ariel Distributors, LLC, an
affiliated broker-dealer of Project Level (“Ariel Distributors”), acts as the placement agent for the Private Fund
but currently does not and will not receive compensation for its services. More information about a Private
Fund’s expenses are contained in the relevant Fund Documents.

Investors participating in a closing after the first closing of the Fund will be required to contribute to the Fund
an amount equal to their proportionate share of all capital commitments funded by previously-admitted
investors with respect to investments then held by the Fund, fund expenses and the management fee, plus
interest thereon at a rate specified in the Fund Documents. The amount contributed by such newly-admitted
investors (other than amounts attributable to the management fee) will be distributed to the previously-
admitted limited partners in proportion to their capital contributions to the Fund. Other than the interest
component, such distributed amount will be added back to such previously-admitted limited partners’
unfunded capital commitments and will be subject to being drawn down again by the Fund, as described in the
Fund Documents.

Other Compensation to Project Level

Project Level or its affiliates may receive additional compensation in connection with management and other
services performed for portfolio companies of the Private Funds. Such additional compensation will offset in
whole or in part the management fees otherwise payable to Project Level to the extent provided by the Fund
Documents and only to the extent of the Private Funds’ relative ownership (or anticipated ownership) of such
investment or potential investment on a fully diluted basis. In addition, in certain circumstances, Project Level
receives compensation for management and other services performed in connection with co-investments made
in portfolio companies of the Private Funds.

Supervised Persons’ Sales Incentive Compensation

Some of the firm’s supervised persons (including certain persons who are registered representatives of Ariel
Distributors) receive incentive compensation from Project Level based upon their sales or institutional
business development efforts that increase assets invested in the Private Funds. These supervised persons are
salespersons and/or institutional business development personnel (not management persons or investment team
members who provide clients with investment advice). Some incentive compensation is calculated using a
mathematical formula. Other compensation is not formulaic; rather, it is a factor that is considered as part of a
comprehensive qualitative review.

Our firm’s supervised persons do not sell investment products or services unaffiliated with Ariel Investments.
These supervised persons have a conflict of interest because they have an incentive to sell Ariel Investments-
affiliated products or services, including the Private Funds, based on their own anticipated compensation rather
than on an investor’s needs. Project Level addresses the conflict through disclosure in this brochure.

Item 7 – Types of Clients
Project Level provides investment advice solely to its Private Fund clients, and references throughout this
brochure to “clients” and to Project Level’s related duties to and practices on behalf of its clients and/or investors
should be construed accordingly. The Private Funds are all expected to be investment entities operated as exempt
investment pools under the U.S. Investment Company Act of 1940, as amended, and the rules and regulations
promulgated thereunder (the “Company Act”).

The General Partner also is permitted from time to time to establish Private Funds that are alternative investment
vehicles in order to permit certain investors to participate in one or more particular investment opportunities in
a manner desirable for tax, regulatory or other reasons. Alternative investment vehicle sponsors generally have
limited discretion to invest the assets of these vehicles independent of limitations or other procedures set forth
in the organizational documents of such vehicles and the Fund Documents of the related Private Funds.

Project Level generally has a minimum investment amount of $50 million for third-party investors, and a Fund’s
interests are offered and sold solely to persons that are (i) “accredited investors,” as that term is defined in
Regulation D promulgated under the U.S. Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder (the “Securities Act”), (ii) “qualified clients,” as that term is defined under the Advisers
Act, and (iii) unless waived in the discretion of Project Level, “qualified purchasers,” as that term is defined
under the Company Act. Project Level is permitted to waive such minimum investment amount and anticipates
doing so for strategic and other investors.