Sands Capital Alternatives LLC

Item 5. FEES AND COMPENSATION

        Sands Capital Alternatives or its affiliates generally receive Management Fees (as defined
below), and/or incentive allocation or similar performance-based remuneration from Clients. A Fund
and/or its portfolio companies, have in the past and may in the future also make other payments to
Sands Capital Alternatives or its affiliates for services provided to the Fund and/or the portfolio
companies, which, in certain circumstances, consistent with the Client Documentation, would reduce

the Management Fees payable to Sands Capital Alternatives. Additionally, consistent with the Client
Documentation, the Fund typically bears certain out-of-pocket expenses incurred by Sands Capital
Alternatives in connection with the services provided to the Fund and/or the portfolio companies.
Further details about certain common fees and expenses are set forth below.

Management Fees

Funds

         Investors in a Fund typically are directly or indirectly subject to an investment management
fee (the “Management Fee”) payable by the Fund to Sands Capital Alternatives as the investment
manager of the Fund equal to a percentage of the capital commitments to or the capital invested by
such Fund. The precise amount of, and manner and calculation of, the Management Fee are
established by Sands Capital Alternatives and are set forth in the Client Documentation provided to
an investor prior to investment in a Fund. The Management Fee is typically not open to negotiation.
Additionally, Management Fee rates currently and may in the future differ from one Fund to another,
and certain Funds grant investors the ability to choose among different Management Fee rate options
that correspond to different incentive allocation percentages. Certain Funds, from time to time, also
grant investors participating in the initial closings of such Funds lower Management Fee rates. Further,
Sands Capital Alternatives may waive the Management Fee for certain investors (if consistent with the
Client Documentation). Currently Sands Capital Alternatives does not waive the Management Fee
except as described below. Generally, the Management Fee is payable until the final proceeds from
capital investments are distributed or until Sands Capital Alternatives’ relationship with the Fund is
terminated for other reasons as described in the Client Documentation. The Management Fee may be
lowered or offset by certain fees received by Sands Capital Alternatives or its affiliates, as described in
more detail below. The Management Fee structures described herein may be modified from time to
time. Upon termination of an advisory agreement, Management Fees that have been prepaid are
generally returned on a prorated basis.

         Generally, Sands Capital Alternatives’ affiliates, employees of Sands Capital Alternatives or its
affiliates, and other “friends and family” of Sands Capital Alternatives (together, “Adviser Investors”)
who invest in a Fund will not be subject to a Management Fee or will receive a reduction in
Management Fees. However, Adviser Investors (or Sands Capital Alternatives or its affiliates on their
behalf) will bear their pro rata share of certain Fund expenses. In addition, and in accordance with the
Client Documentation, as applicable, Sands Capital Alternatives has entered into and anticipates
entering into letter agreements or other similar agreements (collectively, “Side Letters”) with one or
more investors that provide such investors with additional and/or different rights (including with
respect to Management Fees) than provided in the Client Documentation.

        The Management Fee paid by a Fund will generally be reduced by a percentage of: (1) the
amount of fees paid by such Fund to persons acting as a placement agent in connection with the offer
and sale of interests in such Fund, (2) the fees incurred by Sands Capital Alternatives in connection
with the organization of such Fund that exceed a limit specified in such Fund’s Client Documentation,

and/or (3) certain Other Fees (as defined below) received by Sands Capital Alternatives or its affiliates.
The amount and manner of such reduction, if any, is set forth in the applicable Client Documentation.
To the extent a reduction relates to more than one Fund, Sands Capital Alternatives will allocate the
reduction fairly among the Funds, at its discretion. To the extent a reduction relates to a portfolio
company held by more than one Fund, Sands Capital Alternatives shall allocate the resulting
Management Fee reduction among the applicable Funds in proportion to their respective interest (or
prospective interest) in the portfolio company(ies) to which the reduction relates. As some Funds, co-
investment vehicles, or investors may not pay Management Fees, any such reduction will not benefit
such Funds, vehicles, or investors. Generally, the portion of Other Fees allocable to capital invested
by a Fund, co-investment vehicle or third-party investor that does not pay Management Fees will be
retained by Sands Capital Alternatives and such amounts will not offset any Management Fee.

         In addition, Sands Capital Alternatives may waive or reduce all or a portion of the Management
Fee paid by a Fund in full or partial satisfaction of any obligation of Sands Capital Alternatives, its
affiliates, and/or their employees to invest in or alongside such Fund, which could result in
acceleration of investor capital contributions. Waived or reduced Management Fees may not be
subject to various offsets or the reductions described above. Fund investors may not receive the full
benefit of reductions or offsets in Management Fees due to certain factors. These factors include
waived or reduced Management Fees and the timing of compensation subject to offsets. For example,
during periods when Sands Capital Alternatives no longer receives Management Fees and receives
...

Item 7. TYPES OF CLIENTS

         Sands Capital Alternatives provides investment advisory services to private funds and
separately managed accounts, as described above in Item 4 – Advisory Business. Interests in the Funds
are offered pursuant to applicable exemptions from registration under the Securities Act and the 1940
Act. Investors in the Funds are generally “accredited investors” as defined in Regulation D under the
Securities Act, and may include high net worth individuals, principals or other knowledgeable
employees of Sands Capital Alternatives and its affiliates (including the Advisory Affiliates),
Operations Support Providers (as further defined in Item 11 – Code of Ethics, Interest in Client Transactions,
and Personal Trading below), or other service providers retained by Sands Capital Alternatives, banks,
thrift institutions, pension and profit-sharing plans, trusts, estates, charitable organizations, university
endowments, corporations, limited partnerships, limited liability companies, or other entities.
Subscription and capital commitment minimums are disclosed in the Client Documentation of the
Funds and are, at times, waived for certain investors at Sands Capital Alternatives’ discretion.

       Sands Capital Alternatives is also generally permitted to establish 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 Client Documentation of such vehicles
and the Client Documentation of the related Fund.

         Sands Capital Alternatives has entered into written advisory agreements granting it authority
to provide discretionary investment advisory services to certain institutional investors, which services
are tailored based on the relevant investor’s individual investment objectives, guidelines and/or
limitations on the types of securities and other instruments in which the given portfolio may invest.
Such institutional investors may include banking or thrift institutions, pension and profit-sharing plans
(including those governed by the Employee Retirement Income Security Act of 1974), charitable
organizations, state or municipal government entities (including government pension plans), insurance
companies, sovereign wealth funds and foreign institutions, corporations or other business entities,
and trusts (including collective investment trusts and their trustees).

      The minimum account size for institutional separate accounts is generally $50 million.
Minimum account sizes are negotiable.