Sonic GP LLC

Item 5 - Fees and Compensation

The extent to and specific manner in which our clients are responsible for fees,
performance-based compensation and/or expenses are set forth in each client’s
applicable written agreement with us (and, in the case of clients that are private
investment funds, in the Fund Documents for such funds).

In general, we deduct our management fees from the Fund quarterly. We generally
receive performance-based fees or allocations from the Fund on an annual basis and upon
the distribution of capital (such as a withdrawal by a Fund investor).

The Fund bears all costs and expenses associated with its operations, including, without
limitation: operational expenses, including expenses with respect to buying, owning,
holding and selling securities and other assets on behalf of the Fund (including, but not
limited to, brokerage commissions, custodial fees, and fees/expenses charged by any Sub-
Advisers), administrative fees, any expense reimbursement or stipend payable to advisory
board members, taxes, legal and auditing fees, costs related to admission of additional

Sonic GP LLC Form ADV: Part 2A                                                       Page 4

limited partners or general partners, expenses of reproducing and mailing reports to
partners, insurance premiums and costs of compliance with the Delaware Revised
Uniform Limited Partnership Act, as amended, and any other laws, rules, regulations and
orders including, without limitation, federal and state securities laws. In addition, the
Fund will pay or reimburse the Adviser for the direct and indirect costs and expenses of
the Adviser’s registration as an investment adviser (with the SEC and/or with any state
securities regulator) (including the fees and expenses of any law firms or compliance
consultants assisting therewith), as well as for the ongoing compliance and regulatory
costs and expenses incurred by the Adviser, directly or indirectly, in connection therewith
(including, without limitation, the cost and expenses associated with the preparation and
maintenance of the Adviser’s compliance policies and procedures, and code of ethics).

The fees, performance-based compensation and/or expenses that are charged to any
clients other than the Fund that we may manage are negotiated on a case-by-case basis.
Clients other than the Fund will likely have management fees, performance-based
compensation and/or expense arrangements that differ in one or more respects from
those applicable to the Fund.

Management fees, performance-based compensation and/or expenses may be reduced
or waived in certain circumstances, including, without limitation, with respect to
investments in the Fund by our personnel and/or other related persons. Our clients may
pay our management fees in advance. Management fees and performance-based fees or
allocations are generally not refundable, including upon the termination of the advisory
contract.

To the extent that we incur any expenses for the benefit of multiple clients, we generally
will allocate such expenses in any manner that we deem equitable, taking into account
our written agreements with such clients (and, if applicable, Fund Documents in the case
of clients that are Funds) and applicable facts and circumstances, including the relative
size of the applicable entity or account, the nature or source of the product or service and
the benefits derived from and the extent of use of the product or services. Nonetheless,
the portion of an expense that we allocate to a client for a particular product or service
might not reflect the relative benefit derived by such client from that product or service
in any particular instance. Furthermore, it is possible that under some of our advisory
contracts we may not require a client to incur certain expenses, despite the fact that such
client will receive a benefit in connection with our incurrence of such expenses. In such
an event, our other clients may bear the additional share of any such expenses that would
have been allocable to the client that is not required to incur such expenses. Our expense
allocations often depend on inherently subjective determinations, but the expense
allocations made by us will be in good faith. There may be situations in which the
appropriate allocation of expenses in the course of evaluating potential investments may
not be clear (for example, if a client and one or more other clients considered making an
investment that was not consummated). Expenses will typically be allocated among the
clients participating in the relevant investment or potential investment, except to the

Sonic GP LLC Form ADV: Part 2A                                                         Page 5

extent stated otherwise in the applicable client agreement or Fund Documents. However,
in all cases, subject to applicable legal, regulatory, contractual or similar restrictions, we
will make expense allocation decisions in our sole discretion in good faith.

We may allocate a portion of certain clients’ capital to money market funds, exchange-
traded funds or similar fee-bearing products, or private investment funds and accounts
that are managed by other investment managers. In that case, such client accounts
generally would be responsible for paying any and all fees, performance-based
compensation and expenses associated with such products, which would be in addition
to those discussed above.

The Adviser and its personnel generally can be expected to receive certain intangible
and/or other benefits and/or perquisites arising or resulting from their activities on behalf
of clients and client portfolio investments, including benefits and other discounts
provided from service providers. For example, airline travel or hotel stays incurred as a
client expense typically result in cash rebates, “miles,” “points” or credit in loyalty/status
programs, and such benefits and/or amounts will exclusively benefit the Adviser and/or
...

Item 7 - Types of Clients

We currently provide investment advice to clients who are private investment funds.
Investors in such private investment funds generally must qualify as “accredited
investors” (as defined in Rule 501 under the Securities Act of 1933, as amended) and
“qualified clients” (as defined in Rule 205-3 of the Advisers Act), and may be subject to
other suitability requirements to the extent provided in the applicable Fund Documents.
We may provide investment advice to other types of clients in the future.

The minimum initial investment in the Fund is $1,000,000, subject to the Fund’s discretion
to accept lesser amounts. We will determine the minimum investment amount (and any
other conditions for opening and maintaining an account) for other clients, such as any
separately managed accounts, on a case-by-case basis.