SP Investments Management LLC

ITEM 5 – FEES AND COMPENSATION

COMPENSATION AND FEES; DEDUCTION OF FEES; TIMING OF PAYMENTS
SPIM charges the SP100 Fund an advisory fee of 1.90% of the average daily calculated
NAV of the SP100 Fund (the “Advisory Fee”). Such Advisory Fee accrues daily and is
deducted directly from the SP100 Fund assets under management quarterly in arrears.
SPIM has contractually agreed to waive fees and/or reimburse expenses such that the
total expenses of the SP100 Fund do not exceed 2.50% through May 1, 2020.

SPIM charges, or will charge, the SO Funds an annual service fee typically equal to one
percent (1.0%) of the invested capital of each SO Fund (the “Service Fee”) and a one
time set up fee (“Facility Fee”) of typically one percent (1.0%) of the invested capital. The
Facility Fee will be charged to Investors at time of investment. The Service Fee is
accrued ratably each year, net of the Facility Fee, and deducted by SPIM, to the extent
accrued, from any distributions from such SO Fund to the Investors upon a liquidity
event of an Issuer’s securities held by such SO Fund, as described below. In addition,
SPIM may receive from the SO Funds a “carried interest” of ten percent (10%) on the
gain of the SO Fund’s underlying securities at the time of distributions from each SO
Fund to its Investors upon a liquidity event of an Issuer’s securities held by the SO Fund
(such carried interest, a “Distribution Fee”), which qualifies as a performance-based fee
as outlined in I tem 6 and as described below (the Facility Fee, the Service Fee and the
Carried Interest Fee are collectively referred to herein as the “SO Fund Fees”). It is
important to note that SPIM can waive or reduce any SO Fund Fees in its sole discretion.

Upon a liquidity event of an Issuer’s securities held by an SO Fund, the Distribution Fee
and the accrued Service Fee are deducted by SPIM prior to the distributions of all of the
assets of the SO Fund to its Investors. SO Fund Fees and other compensation payable
to SPIM may vary from SO Fund to SO Fund and may be different from the SO Fund
Fees and compensation payable in respect of any prior or successor SO Fund. All
Investors in a particular SO Fund are provided copies of the applicable SO Fund
Agreement for complete information on the SO Fund Fees payable with respect to that
SO Fund. Prospective investors should note that similar services may be available from
other investment advisers for similar or lower fees.
           SP INVESTMENTS MANAGEMENT, LLC         Form ADV Part 2A  Firm Brochure

Pursuant to the applicable SO Fund Agreement, the Service Fee and the Facility Fee will
be used to cover operating and administrative expenses related to the operations of the
relevant SO Fund, which may include audit fees, interest expense, due diligence
expenses, other expenses incident to the purchase and sale of investments by such SO
Fund, outside legal and accounting fees and other nonrecurring expenses. To the extent
expenses (other than extraordinary expenses) are incurred by SPIM or services are
provided to an SO Fund by SPIM, SPIM is compensated for providing these services
through the Service Fee described above. Item 12 discusses SPIM’s practices for
choosing brokers.

The annual Service Fee charged by SPIM for the SO Funds shall be usual and
customary and shall at no time be more favorable for SPIM than the Advisory Fees
charged by SPIM to the SP100 Fund. SPIM does not charge the SP100 Fund a
Distribution Fee or Facility Fee.

Except as set forth above or otherwise in this Brochure or the Investment Vehicle
Documents, SPIM accepts no compensation or commissions from third parties for the
sale of securities or other investment products to its Investment Vehicles or the
Investors.

SPIM does not participate in any wrap fee programs.
TERMINATION

With regards to the SP100 Fund, SP100 Fund Investors can redeem SP100 Fund
Shares through the SP100 Fund’s quarterly repurchase offers of 5% of the outstanding
SP100 Fund Shares. Effective May 1, 2015, the SP100 Fund waived any applicable
repurchasing fee.

The SO Funds will not be subject to termination by the Investors. Services provided by
SPIM to an SO Fund will terminate upon distribution of the all of the assets of an SO
Fund to its Investors.

ITEM 7 – TYPES OF CLIENTS
As described in Item 4, SPIM’s Clients are the Investment Vehicles: the SP100 Fund
and any SO Fund.

There are no restrictions on the types of investors who may invest in the SP100 Fund,
however, each share class of the SP100 Fund has different requirements for investment.
The minimum investment for Class A shares of the SP100 Fund is $2,500, plus any
          SP INVESTMENTS MANAGEMENT, LLC        Form ADV Part 2A  Firm Brochure

applicable sales load and shareholder service fee. The minimum investment for Class I
shares of the SP100 Fund is
$1,000,000, and Class I shares are not subject to any sales load, service fee or
distribution fee charges. The minimum investment for Class L shares of the SP 100
Fund is $2,500, plus any applicable sales load, distribution fee and shareholder service
fee.

SO Fund Investors will typically include high net worth individuals, trusts, family offices,
and institutional investors. Each investor in an SO Fund must be (i) an Accredited
Investor or (ii) a Qualified Client.