Sandton Capital Partners LP

Item 5: Fees and Compensation

Item 5.A.

Sandton’s management fees are set forth in each Fund’s relevant offering memorandum or LPA, in the case
of a co-investment vehicle.

Sandton is compensated for its advisory services based on a percentage of its investors’ capital commitment
prior to the expiration of the investment period for such Fund and the lesser of its capital account balance,
up to the capital commitment, or total investors’ contributions thereafter. Sandton, in its discretion, may
waive or reduce the management fees for certain investors.

Additionally, Sandton may charge monitoring fees to certain portfolio companies. The monitoring fee
enables the portfolio companies to have access to special skills and management advisory services in
connection with the portfolio companies’ general business operations. In accordance with the Fund’s
relevant offering documents, management fees will be reduced by monitoring fees charged to the relevant
fund. To the extent that an investor in the Funds does not pay management fees, their portion of the
monitoring fees will reduce their expenses. This reduction is applied on an annual basis. Sandton did not
charge monitoring fees to its portfolio companies during its last fiscal year but may do so in the future.

The Funds are offered only to “qualified purchasers,” as defined in 2(a)(51)(A) of the Investment Company
Act of 1940, as amended (the “Investment Company Act”). The Funds rely on the 3(c)(7) exemption from
registration under the Investment Company Act.

Item 5.B.

Pursuant to the terms of each Fund’s LPA, the Firm is authorized to deduct management fees from each
investor’s capital account on a quarterly basis.

Item 5.C.

The expenses described below are general in nature and not intended to be exhaustive. For more information
regarding expenses associated with investing in a Fund, please refer to each applicable Fund's governing
documents for a list of expenses that are paid by a particular Fund. Each of the Funds is generally
responsible for all of its own organizational, initial offering and operating expenses (collectively, the
“Organizational and Operating Expenses”), whether incurred prior to or following the initial closing date
for the relevant Fund, including, but not limited to, expenses related to, or incurred in connection with
sourcing, identifying, effecting, holding, monitoring or disposing of any investment (or proposed
investment that is not consummated), including due diligence-related and sourcing-related fees and
expenses, including sourcing fees and sourcing retainers, third party retainers and fees for sourcing services,
finders fees, referral fees, appraisal fees and costs, third party research expenses, research related
subscription costs, background checks, credit checks, title searches, legal database searches and
subscriptions, travel, investment-related and/or sourcing-related travel and meals, including expenses of
members of the sourcing team for travel to and from offices of Sandton, meeting, deal sourcing, networking,
conference, research and other expenses related to investments and prospective investments (including
those that are not consummated) and other related expenses (including, without limitation, meals);
monitoring fees and expenses, including custodial fees, initial and variation margin, interest expense, legal
fees and professional fees, including fees paid to limited partners or their affiliates for such services
provided to the Funds or portfolio companies (including experts’ fees relating to particular investments);
fixed and/or performance fees, fees and expenses of dedicated or partially dedicated consultants, finders,

originators and senior advisors (each of whom, for the avoidance of doubt, may perform such services from
time to time out of the offices of Sandton); costs and expenses related to hedges; brokerage commissions,
broker subscription fees, acquisition fees, expenses relating to short sales, clearing and settlement charges,
loan servicing fees and expenses and initial and variation margin; costs and fees of outside counsel,
accountants, consultants, experts and other third party service providers (including third party valuation and
pricing services); and costs and expenses incurred in connection with organizing, maintaining and operating
entities controlled by Sandton or an affiliate, including in non-U.S. jurisdictions, for the purpose of
facilitating one or more portfolio investments in certain jurisdictions (including rent, salaries and ancillary
costs of such entities, and costs and expenses of administering such entities); costs and expenses relating to
the operation of the Fund, including expenses relating to the offer and sale of such Fund’s limited
partnership interests (“Interests”), including, but not limited to, travel, printing and mailing fees; costs and
expenses related to transfers of Interests; the Management Fee; the Additional Fee (as defined below); costs
and expenses incurred in connection with indebtedness of such Fund and its subsidiaries, including the costs
of establishing such other indebtedness, the costs of monitoring compliance therewith (including the costs
of purchasing, licensing or developing any computer software used for such purposes); certain entity level
taxes (but without duplication of any such taxes withheld by the Fund and deemed to be a distribution or
payment to a Partner) as determined by such Fund’s general partner (“General Partner”) and governmental
filing fees and related costs, including costs and expenses of the “partnership representative” of such Fund;
its pro rata share of each of the relevant Master Fund’s expenses related to FATCA Compliance; costs and
expenses incurred in complying with the rules of any self-regulatory organization or any federal, state or
local laws; compliance expenses relating to the operation of the Fund or its investments including expenses
...

Item 7: Types of Clients

Sandton provides investment advice to Funds domiciled in Delaware and the Cayman Islands. The
minimum investment amount is generally $2,500,000. This amount may be higher or lower depending on
each Fund’s offering memorandum and management discretion and the relevant general partner retains the
right to waive such minimum amount.