Spring Lane Management LLC

Item 5: Fees and Compensation
Item 5.A.
The Funds will pay to Spring Lane Capital (or its designee) an annual management fee (the "Management
Fee"), payable quarterly in advance commencing on the initial closing and on each January 1, April 1, July
1 and October 1 thereafter. During the Investment Period (defined herein as “the date of the initial closing
of the interests in the Funds and will end on the date that is five years (i.e., 60 months) after the date of the
first closing of the interest in the Funds at which the aggregate capital commitments equal or exceed $150
million”), the Management Fee will be an aggregate amount, calculated with respect to each limited partner
of the Funds (a “Limited Partner” and, together with the General Partner the “Partners”), equal to 2.0%
per annum (0.50% per quarter) of the Funds' aggregate capital commitments (other than capital
commitments of the related investors), plus applicable taxes. Following the Investment Period, the
Management Fee will be an aggregate amount, calculated with respect to each Limited Partner, equal to
2.0% per annum (0.50% per quarter) of net invested capital (other than capital commitments of the related
investors), plus applicable taxes. “Net Investment Capital” means (a) the aggregate capital contributions
invested by the Funds in Portfolio Investments plus capitalized Fund expenses incurred in connection with
such Portfolio Investments, less (b) the aggregate amount of capital contributions invested by the Funds in
Portfolio Investments, the interest of which have been sole or otherwise substantively disposed of, capital
contributions invested by the Funds which have been written off or written down and (c) capitalized Fund
expenses incurred in connection with such Portfolio Investments, plus applicable taxes.

The Firm and or the applicable General Partner will collect a Management Fee, payable by the Limited
Partner for each calendar quarter following the initial closing of the applicable Fund and shall be an amount
equal to 2.0% per annum (0.50% per quarter) of net invested capital, plus applicable taxes, calculated with
respect to the Limited Partner pro rata based of its net invested capital on the day immediately prior to the
date on which relevant payment of the Management Fee is required to be made.

Management fees are generally not negotiable; however, the Manager, in its sole discretion, may waive or
modify management fees for certain investors or clients.

Item 5.B.
The Funds’ administrator will deduct the Management Fee and incentive allocations with respect to each
Limited Partner and realized Portfolio Investments.

Item 5.C.
Other Fees

The General Partner will establish an advisory committee (the “Advisory Committee”), which the General
Partner aspires to consist of at least three and not more than nine representatives of unaffiliated Limited
Partners of the Funds selected by the General Partner. The following matters will require the prior approval
of the Advisory Committee (i) all matters involving a material conflict of interest and (ii) any affiliated
transaction the General Partner or the Funds enter into in accordance with the terms of the limited
partnership agreement and applicable governing documents (“Governing Documents”), including the
payment of any fees or amounts that are paid by any individual, corporation, company, association,
partnership, limited liability company, joint venture, trust or unincorporated organization, governmental
entity or any other judicial person (together, a “Person”) to the General Partner, any affiliate of the General
Partner or their respective directors, officers and employees in connection with the acquisition, termination,
cancellation or abandonment of any Portfolio Investment or potential Portfolio Investment that is ultimately
not consummated, including any transaction, closing, advisory, investment banking, “break-up” or
“topping” fees, “commitment fees”, (excluding any amounts paid to any Person specifically as
reimbursement of expenses or under indemnification, contribution or other similar provisions or agreements
in connection with such Portfolio Investment or potential Portfolio Investment, and deducting any amounts
paid by the recipient of such fees or amounts (x) to any third party of amounts owed to such third party in
connection with such Portfolio Investment or potential Portfolio Investment or (y) to the General Partner
or any affiliate of the General Partner (including the Manager) or their respective directors, officers and
employees, to reimburse such Person for expenses or similar amounts incurred by such Person in connection
with such Portfolio Investment or potential Portfolio Investment) or any fees from any Person paid, whether
in cash or in-kind, to the General Partner, any affiliate of the General Partner or their respective directors,
officers and employees that is the subject of a Portfolio Investment or any affiliate of such Person, including
any monitoring fees, advisory fees, directors fees or consultant fees; provided, that transaction fees shall
not include (i) amounts paid as reimbursement for out-of-pocket third-party expenses incurred in connection
with providing services in respect of which such Transaction Fees were paid, (ii) any amounts paid to
independent contractors for consulting and advisory fees in connection with any Portfolio Investment or
potential Portfolio Investment that is ultimately not consummated, (iii) any fees that may be treated as
additional interest from a Portfolio Investment, (iv) any compensation, not to exceed the Fund’s pro rata
share based on capital commitments and parallel fund commitments of $500,000 per annum in the
aggregate, that is paid to the Manager for the services of an employee or officer of the Manager, General
Partner or one of their respective affiliates who has been employed, engaged or otherwise retained on a
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Item 7: Types of Clients
Spring Lane Capital provides discretionary investment management services to privately-offered, pooled
investment vehicles, as described above in Item 4.B.