SightLine Partners LLC

ITEM 5 – FEES AND COMPENSATION

A. Advisory Fees and Compensation

Management Fees

SightLine is generally compensated for its advisory services through asset-based management fees.

      With respect to the Side-by-Side Funds in OppFund II, for the period from formation to June 30,
       2016, SightLine received a management fee of up to 2.00% per annum of total capital
       commitments of the applicable Fund. Effective July 1, 2016, the management fee was revised
       such that, for the quarters beginning on and after the end of the investment period, the
       management fee for each quarter shall be equal to the product of seven sixteenths of one
       percent (0.4375%) multiplied by the Side-by-Side Funds’ adjusted capital base. The Side-by-Side
       Funds’ adjusted capital base shall mean, the cost basis of all Portfolio Companies other than
       those which have been previously disposed of for cash, distributed in-kind (or in the event of a
       partial disposition or distribution, the applicable portion thereof), written down to a nominal
       value or written off to zero.

      With respect to MS Pace LP, the management fee received is equal to (i) 1.25% of the aggregate
       capital commitments for the 2 years from the initial close date of April 19, 2018; (ii) 1% of the
       aggregate capital commitment for the one year from the second anniversary of the initial closing
       date to the third anniversary of the initial closing date; (iii) for the one year from the third
       anniversary of the initial closing date to the fourth anniversary of the initial closing date,
       $500,000 paid in quarterly installments of $125,000 each. In Q1 2022 the Fund Agreement was
       amended to (a) reduce the total capital commitments to the Fund from $120 million to $100
       million, (b) extend the life of the Fund from 5 years to 7 years, and (c) eliminate all fixed
       management fees effective at the beginning of year 5 and replaced the fixed management fees
       with a contingent fee structure based on a percentage of actual distributions to the Limited
       Partners.

      With respect to 10K Fund I, the management fee received by Sightline Partners, LLC is equal to
       (i) for 2020 and 2021, 1.5% of the aggregate capital commitments; (ii) for 2022, 1.25% of the
       aggregate capital commitments; (iii) for 2023, 1% of the aggregate capital commitments; (iv) for
       2024, 0.5% of the aggregate capital commitments; and (v) for any period thereafter, an annual
       amount as approved by a majority-in-interest of the Limited Partners. In November 2024, the

        Fund signed a Written Consent to (a) extend the life of the Fund from 5 years to 7 years, and (b)
        beginning of year 5 the management fee will be equal to 25% of 0.5% of the net asset value of
        the Partnership determined as of the end of the prior fiscal quarter as reported in the
        Partnership’s unaudited quarterly financial statements for the next 8 quarters.

       With respect to 10K Fund II, the management fee received by 10K Lakes Capital, LLC is equal to
        (i) for November 2021 thru October 2023, 1.45% of the aggregate capital commitments; (ii) for
        November 2023 thru October 2024, 1.25% of aggregate capital commitments (iii) for November
        2024 thru October 2025, 1% of the aggregate capital commitments; (iv) for November 2025 thru
        October 2026, 0.75% of aggregate capital commitments; and (v) from November 2026 and for
        any period thereafter, and annual amount as approved by a majority-in-interest of the Limited
        Partners.

       With respect to 10K Fund III, the annual management fee received by 10K Lakes Capital, LLC is
        equal to (i) for February 29, 2024, thru February 28, 2029, 1.00% of the aggregate capital
        commitments; and (ii) for March 1, 2029 thru any period thereafter, 0.50% of aggregate capital
        commitments. A portion of management fees will be deferred for payment until the minority
        partner recoups one hundred percent of their capital contributions to the Partnership.

       With respect to 10K Fund IV, the annual management fee received by 10K Lakes Capital, LLC is
        equal to (i) for October 15, 2024, thru October 15, 2029, 1.00% of the aggregate capital
        commitments; and (ii) for October 16, 2029 thru any period thereafter, 0.50% of aggregate
        capital commitments.

       With respect to 10K Fund V, the annual management fee received by 10K Lakes Capital, LLC is
        equal to (i) for May 29, 2025, thru May 29, 2030, 1.00% of the aggregate capital commitments;
        and (ii) for May 31, 2030, thru any period thereafter, 0.50% of aggregate capital commitments.

With respect to OppFund II, following the end of the investment period, or as otherwise detailed in the
Fund Agreement, the management fee transitions to a percentage of the Fund’s invested capital, which
is determined by reference to the cost of assets remaining under management.

The management fee is typically paid quarterly in advance. SightLine or the Advisory Affiliates may
waive or reduce the management fee in its sole discretion.

Carried Interest

In addition, as described in more detail in Item 6 below, Advisory Affiliates receive a performance
allocation (commonly referred to as “Carried Interest”) in each Fund generally once all capital
contributions plus a preferred return, when applicable, have been returned to the Investors in the Fund
(pursuant to the terms in each Fund Agreement).

Any new Fund launched by SightLine may have materially different terms than those summarized above.
It should be noted that the fees paid by the Funds are negotiable by Investors only prior to an
investment in the Fund, at the discretion of the Advisory Affiliates.

B. Payment of Fees

SightLine, or an Advisory Affiliate, deducts the management fees applicable to the appropriate Fund
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ITEM 7 – TYPES OF CLIENTS

SightLine provides investment advisory services to the Funds, described in Item 4, above. The Funds
invest capital contributed to them by investors that are “accredited investors” (as defined in Regulation
D under the Securities Act of 1933), qualified clients under Rule 205-3 of the Investment Advisers Act of
1940 and qualified purchasers as defined in section 2(a)(51)(A) of the Investment Company Act of 1940.

OppFund II is no longer open to new Investors. Any new SPV Fund launched by SightLine or 10K Lakes
Capital, LLC in the future may have different terms than those summarized above. In the future,
SightLine or 10K Lakes Capital, LLC will advise SPV Funds as they are formed.