Spire Capital Management LLC

ITEM 5 FEES AND COMPENSATION
Generally, management fees are charged at a rate of 2.0% per annum -- during the Investment Period,
such fee is calculated as a percentage of total capital committed and, during the period thereafter, as a
percentage of the total capital contributions that were used to fund the cost of remaining portfolio
company investments, less the cost of any such investment that has been written-off. Management fees
are reduced by a percentage of break-up fees, transaction fees, monitoring fees and all placement fees paid.
Proceeds realized upon the disposition of assets are distributed in accordance with the terms of the private
placement memorandum and limited partnership agreement (the “Governing Documents”) for each Fund
through a tiered schedule. The Adviser and its Affiliates might also receive performance fees in the form
of carried interest, discussed in greater detail in Item 6 below. A complete description of all fees and
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compensation are contained within each Fund’s Governing Documents.
Per the terms of each Private Fund’s Investment Management Agreement (“IMA”), the Adviser’s duties
include providing services relating to portfolio analysis and consulting and assisting the General Partner
in the management of the business and affairs of the Private Funds. Management of the business and
affairs of the Private Fund shall include the preparation and maintenance of the books and records of the
Private Fund, communicating with Partners (including the furnishing of periodic financial reports) or with
the general public, making disbursements of fees and expenses on behalf of the Private Fund where
required, and such other activities relating to the administration of Private Fund affairs and the conduct
of Private Fund activities. Absent extraordinary circumstances, a Private Fund’s IMA will remain in effect
beyond the liquidation of the final equity investment until the Private Fund is wound up and fully
dissolved.
Management fees are paid quarterly in advance. In the event that a Private Fund’s IMA with the Advisers
terminates prior to the final dissolution of a Private Fund during a period covered by Management Fees
paid in advance, the Advisers would pro rate such Management Fee and reimburse the Private Fund the
portion of such Management Fee covering the remainder of the period (i.e. from the date of termination
to the end of the period). Under ordinary circumstances, the final Management Fee would be paid at the
beginning of the quarter in which the final equity investment is liquidated. As such no refund of
Management Fees would be due at the time of the liquidation of the final equity investment because the
IMA remains in effect until the final winding up and dissolution of the Private Fund occurs several quarters
later.
Management fees, incentive fees and carried interest are deducted directly from each Private Fund account.
The Adviser and/or its Affiliates might waive all or part of any management fee and/or carried interest to
which it may otherwise be entitled from any Private Fund.
The Adviser and/or its Affiliates will receive certain fees from companies in which they have invested on behalf
of Private Funds and/or in connection with transactions (e.g., break-up, transaction, and portfolio company
monitoring fees). Investors in a Private Fund invested in such companies will receive a benefit from such fees
only to the extent set forth in the Governing Documents of such Private Fund.
A Private Fund will bear the following expenses: investment-related expenses (e.g. costs and expenses
associated with the investigation of investment opportunities (whether or not consummated), negotiating,
financing, sourcing, acquiring, holding, settling and disposing of its investments or proposed investments
and other transaction costs, including travel expenses, transaction fees, consulting advisory, investment
banking, legal and other professional fees relating to investments or contemplated investments, investment
banking or brokerage commissions, information-related expenses, and certain expenses of the operations
team as described below), expenses incurred in the collection of monies owed to the Private Fund, legal,
auditing and accounting expenses (including expenses associated with the preparation of such Private
Fund's financial statements, tax returns and schedule K-1s), reasonable expenses of such Private Fund's
advisory board and its member insurance expenses (including directors and officers insurance, errors and
omission insurance and other similar policies), fees and expenses of such Private Fund' s administration,
any entity-level taxes, fees or other governmental charges levied against the Private Fund or any special
purpose vehicle or alternative investment vehicle, all litigation-related and indemnification expenses, wind-
up and liquidation expenses, extraordinary expenses and expenses comparable to any of the forgoing.

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Neither the Adviser, its Affiliates, nor any of their supervised persons accept compensation for the sales
of securities or other investment products.

ITEM 7 TYPES OF CLIENTS
The Private Funds to whom the Adviser or its Affiliates provide investment management services and
advice are private funds and single investment special purpose investment vehicles.
The offering documents of each Private Fund may set minimum amounts for investment by prospective
investors in such Private Funds. These minimum amounts can be waived by the Adviser or an Affiliate.
Investors in the Private Funds could include pension plans, family offices, fund of funds, banks, insurance
companies, governmental plans, foreign investors and individuals.
 ITEM 8 METHOD OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
The Adviser generally pursues or has pursued on behalf of its Private Funds, investments by the creation
of a diversified portfolio focused on relatively small growth and buyout strategies in the following sectors:
Technology Enabled Business, Services, Education, Media and Communication sectors. Investments
generally tend to be active, lead and control investments. Each Private Fund’s Investment Committee
conducts a meeting with each investment team to review diligence materials, return information and
specific market data for each potential investment. After reviewing all the information, a majority vote of
the Investment Committee is required in order to make an investment. After consummating the
investment, the investment team is charged with monitoring and reporting on the investment to the
Investment Committees on a periodic basis.
Private Funds' investment portfolios may differ based on whether they concentrate their investment in a
single one of these strategies, all of the strategies, or fewer of the strategies. A Private Fund's investment
portfolio might also differ based on its geographical focus, liquidity needs and other considerations.
While Artificial Intelligence (“AI”) may be used in the research process, all AI data is independently reviewed
and verified for accuracy by the investment personnel before being incorporated into research.
The investment programs for each of the Private Funds involve a substantial degree of risk. The Adviser
has listed certain risks below; however, these risks are not comprehensive. A more comprehensive
description of the associated risks is contained in each Private Fund’s private placement memorandum or
organizational documents of each Private Fund. In addition, while certain risks might be more significant
for certain investment strategies, some risks could overlap investment strategies.

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Illiquid and Long-Term Investments; Market Risks. An investment in a Private Fund requires a long-
term commitment, with no certainty of return. There most likely will be little or no near-term cash flow
available to Investors. Many investments made by or on behalf of a Private Fund by the Advisers will be
highly illiquid, and there can be no assurance that the Advisers will be able to realize on such investments
in a timely manner on behalf of such Private Fund. In addition, in some cases, the Adviser might be
prohibited by contract from selling certain securities on behalf of a Private Fund for an extended period
of time.
Availability of Suitable Investment Opportunities. The management buyout and private equity
investment industry in which the Advisers are engaged on behalf of the Private Funds is highly
competitive. There can be no assurance that the Advisers will be able to locate and complete investments
which satisfy a Private Fund's rate of return objectives or that the Advisers will be able to invest fully the
committed capital of any Private Fund.
Limited Number of Investments. The Advisers might only participate in a limited number of investments
on behalf of a Private Fund and, as a consequence, the aggregate return to the Investors in such Private Fund
could be substantially and adversely affected by the unfavorable performance of a single investment.
No Market for Interests; Restrictions on Transferability; No Withdrawal Rights. The interests acquired
by Investors in each Private Fund ("Interests") have not been registered under the Securities Act of 1933 (the
"1933 Act") or the securities laws of any state or other jurisdiction, and cannot be resold unless they are
subsequently registered under the 1933 Act and other applicable securities laws or an exemption from
registration is available. It is not contemplated that registration of the Interests under the 1933 Act or other
securities laws will ever be effected. There is no public market for the Interests and none is expected to develop.
An Investor will also generally not be permitted to assign its Interests without the prior consent of the Adviser
or one of its Affiliates, which may be withheld in such person’s sole discretion. Investors cannot, except in
extraordinary circumstances, withdraw from the Private Fund in which they are invested. Consequently,
Investors might not be able to liquidate their Interests prior to the expiration of the term applicable to such
Private Fund, and must be prepared to bear the risks of owning Interests for an extended period of time.
Currency Risk. Interests are denominated in U.S. dollars, while the Advisers could purchase investments on
behalf of any Private Fund in non-U.S. currencies. Therefore, fluctuations in currency rates might adversely
affect the performance of such investments in non-U.S. issuers. Furthermore, investments outside the United
States or denominated in non-currencies pose other currency exchange risks, including restrictions on
repatriation of proceeds of investments, devaluation and non-exchangeability.
Risks of Investing in Developing Companies. The Advisers will make investments on behalf of Private
Funds in developing companies. Such companies face significant risks including, among others, intense
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