Sandbridge Investment Management LLC

Item 5: Fees and Compensation

Item 5.A.

Sandbridge is generally compensated for its advisory services through asset-based management fees. The
specific fees for each Advisory Client are set out below.

Management Fee

During the investment period (as defined in each Fund’s governing documents), Sandbridge will receive а
management fee equal to 2.0% per annum of aggregate limited partner capital commitments for the
respective Fund. After the applicable investment period, Sandbridge will receive а management fee equal
to 2.0% per annum of the capital contributions of all limited partners for the respective Fund that as of the
relevant payment date are unrecovered capital (as defined in governing documents). The management fee
will be paid quarterly in arrears. Management fees will be prorated on a daily basis for partial fiscal quarters.

Performance Fee

Subject to the terms and limitations set forth in the applicable governing documents of each Fund (including
periodic clawback obligations), Sandbridge and/or the respective Affiliated General Partner generally is
entitled to receive carried interest distributions equal to 20% of net profits derived from the disposition of
investments (following a return of capital contributions attributable to disposed assets and a preferred rate
of return of 8% per annum to investors).

The management fees and carried interest distributions are generally not negotiable; however, each
Advisory Client’s respective Affiliated General Partner, in its sole discretion, may modify the management
fees or carried interest distributions for certain investors as set forth in the applicable offering and governing
documents.

It should be noted that any new Advisory Client launched by Sandbridge may have materially different
terms than those summarized above.

Item 5.B.

Management fees are typically funded with capital contributions drawn for such purpose. Carried interest
distributions generally will be distributed to the applicable Sandbridge entity from time to time upon the
disposition of portfolio investments by an Advisory Client and are distributed to such Sandbridge entity in
accordance with the terms of the applicable governing documents.

Item 5.C.

Firm Expenses

Sandbridge shall pay for its ordinary overhead expenses, such as costs and expenses of providing to the
Advisory Clients the office space, furniture, fixtures, equipment, facilities, supplies and necessary ongoing
overhead support services for the Advisory Clients’ operations; the compensation of the Firm’s personnel;
any taxes imposed by reason of the management fee paid to the Firm; entertainment expenses; and certain
expenses incurred in connection with organization and/or registration of the Affiliated General Partners,
the Firm or their affiliates, as provided in each Fund’s governing documents.

Fund Expenses

Each Fund is responsible for all costs and expenses incurred by or on behalf of such Fund or for its benefit,
as provided in each Fund’s governing documents. Such costs and expenses generally include, but are not
limited to, (i) all fees and expenses after the final closing of such Fund in connection with the registration,
qualification or exemption of such Fund under any federal, state, local or foreign law; (ii) all fees and
expenses of accountants, attorneys, fund administrators, consultants, brokers and other professional
advisors incurred by such Fund in connection with maintaining, managing and operating such Fund and its
business; (iii) all out-of-pocket fees, costs and expenses incurred with respect to managing the business of
such Fund, including reasonable travel expenses; (iv) all out-of-pocket fees, costs and expenses directly
related to the making, management and disposition of investments; (v) all out-of-pocket expenses directly
related to the purchase or sale of proposed investments which are not consummated; (vi) all costs and
expenses associated with obtaining any financing that is not secured by a portfolio investment, and all
interest and other costs payable under any such financing; (vii) all costs and expenses of maintaining the
books and records of such Fund and all fees and expenses relating to the preparation of the quarterly
unaudited and annual audited financial statements of such Fund, the federal, state, local and foreign tax
returns of such Fund, including regulatory reports and filings of such Fund and all other documents,
opinions, appraisals and reports required to be delivered to such Fund’s limited partners; (viii) all costs and
expenses related to any meetings of the limited partners and limited partners’ committee (“LP
Committee”); (ix) all fees and expenses incurred in connection with any litigation, mediation, arbitration
or other legal or tax proceeding involving such Fund (including the cost of any investigation and
preparation), and the amount of any judgment or settlement paid in connection therewith, (x) all fees and
expenses incurred in connection with the collection of amounts due to such Fund; (xi) all reasonable travel
and other out-of-pocket expenses incurred by members of each LP Committee in their capacities as such;
(xii) all fees and expenses incurred in connection with the dissolution and liquidation of such Fund; (xiii)
all costs and expenses incurred in connection with any obligations to provide indemnification or

contribution to any person, including any insurance premiums; and (xiv) any taxes, fees or other
governmental charges levied against such Fund.

Each Fund will pay (or reimburse its Affiliated General Partner or Sandbridge) the reasonable
organizational costs and expenses of the Fund and its Affiliated General Partner (“Organizational
Expenses”) up to an amount provided in the Fund’s governing documents. Organizational Expenses paid
by a Fund in excess of that amount will be borne by Sandbridge. Such excess amounts may be borne by
Sandbridge through an offset against management fees.

Other Fees
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Item 7: Types of Clients

Sandbridge provides discretionary investment advice solely to Advisory Clients, as described in Item 4.B.
above.

Investors are generally “accredited investors” within the meaning of Rule 501(a) under the Securities Act
of 1933, as amended, and are generally either “qualified purchasers” within the meaning of Section 2(a)(51)
under the Investment Company Act of 1940, as amended, or “qualified clients” within the meaning of Rule
205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).