Spanos Barber Jesse & Co LLC

Item 5. Fees and Compensation

SBJ’s fees and compensation arrangements vary by Fund. The specific terms of such arrangements are set
forth in each Fund’s Governing Documents.

Certain Funds pay a management fee (“Management Fee”), which is typically calculated as a percentage
of assets or gross commitments up to 2% per annum across the Funds. The Management Fee is also a

stated amount of dollars in some instances. The Management Fee is negotiated as part of the negotiation
of the Governing Documents of a Fund and is paid from the Fund. The Management Fee is typically paid
quarterly in advance and investors are generally not allowed under the Governing Documents of a Fund
to withdraw capital without the consent of the General Partner, in its sole discretion.

To the extent specified in certain Fund’s Governing Documents, Management Fees are reduced (or
“offset”) by other costs paid by the Fund. For example, excess organizational costs above a certain
amount reduce Management Fees by the excess amount. Management Fees are also reduced by fees paid
by certain Funds to a placement agent. Transaction Fees (such as for monitoring or consulting services)
received by SBJ from Portfolio Companies also reduce Management Fees generally to the extent of certain
Funds relative ownership or anticipated ownership of such Portfolio Company or prospective Portfolio
Company on a fully-diluted basis, or in such other manner as the General Partner determines to be
appropriate. It’s important to carefully review each Fund’s Governing Documents for the details of these
terms.

Other pooled investment vehicles allowed to make investments in the same companies alongside the SBJ
Funds (the “Co-Investment Vehicles”) typically do not pay asset-based fees, as these investors also have
commitments and pay Management Fees to other Funds managed by SBJ. However, certain Co-
Investment Vehicles are required to pay a management fee as described in the relevant Fund’s Governing
Documents. The Co-Investment Vehicles pay (or reimburse SBJ) all costs regarding the administration of
a Fund and its investments. These are specified in each Fund’s Governing Documents, but generally
include all fees, costs and liabilities of the Fund related to an audit, tax preparation, attorneys, consultants
and general administration. It’s important to carefully review each Fund’s Governing Documents for the
details of these terms.

For certain Funds all fees, costs, expenses, liabilities and obligations relating to the Fund’s and/or its
subsidiaries’ activities, business, Portfolio Companies or actual or potential investments (to the extent not
borne or reimbursed by a Portfolio Company or potential Portfolio Company), including all fees, costs,
expenses, liabilities and obligations relating or attributable to the following shall be borne by the Fund or
its subsidiary (note the below is not a complete description of all fees and expenses):

    -   placement fees
    -   organizational expenses
    -   unreimbursed expenses and unpaid fees of the operations group or its members, employees or
        other persons engaged by the operations group
    -   compliance with any tax or financial account reporting regime
    -   the preparation, distribution or filing of partnership-related or investment-related financial
        statements or other reports, tax returns, tax estimates, Schedule K-1s, other communications
        with Limited Partners or any other administrative, compliance or partnership-related or
        investment-related regulatory filings or reports, or other information, including fees and costs of
        any third-party service providers, distribution agents and professionals related to the foregoing
    -   directors and officers liability, errors and omissions liability, cybersecurity, crime coverage and
        general partnership liability premiums and other insurance
    -   legal, accounting, research, auditing, administration (including fees and expenses associated with
        the partnership’s third-party administrator, third-party consultant and administration, tracking or
        reporting software or services, if any), information, appraisal, advisory, valuation (including third-
        party valuations, appraisals or pricing services), consulting (including consulting and retainer fees
        and other compensation paid to the operations group or any of its members, consultants

       performing investment initiatives and other similar consultants)
   -   activities with respect to origination and sourcing of investment opportunities for the partnership
   -   activities with respect to the structuring, organizing, negotiating, consummating, financing,
       refinancing, diligencing Portfolio Companies (including follow-on investments) whether or not any
       transaction is consummated

Detailed information regarding fees, expenses and other charges borne by a Fund is provided in the
applicable Fund’s Governing Documents. Prospective and existing investors should review those
documents carefully for a complete description of all applicable fees and expenses.

Item 7. Types of Clients

SBJ provides discretionary investment advice to the Funds. The Funds’ investors are limited to individuals,
trusts and entities that meet certain suitability criteria including “accredited investors,” “qualified clients”
and “qualified purchasers.” The Funds’ minimum investment is typically $5 million, but may be lower
depending on the Fund and investor circumstances, at SBJ’s discretion.

An investment in one or more Funds should be based on a prospective investor’s careful analysis of their
overall portfolio and their own objectives and needs in the areas of diversification, liquidity, return on
investment and risk management.

Each Fund imposes minimum investor qualification standards. Investors in the Funds should review the
respective Fund’s Governing Documents for additional information regarding suitability and the
subscription process.