AG Dillon Asset Management LP

Item 5 - Fees and Compensation
A. Fee Schedule
The fees and compensation payable to the Firm may vary among Funds and Clients. The specific manner
in which fees are charged is established by each Fund’s Governing Documents, any applicable side letter,
or the relevant separate account agreement.

1. Private Funds
The fees and compensation payable to the Firm are negotiable and may vary among Funds. The specific
manner in which fees are charged by the Firm is established by each Fund’s Governing Documents.
However, the range of compensation is generally as follows:
       i. Management Fees
With respect to the Funds, the Firm typically receives a quarterly asset-based management fee calculated
as a percentage of each investor’s capital commitment, payable quarterly in advance. The management
fee is generally between 0.00% and 3.00%.
       ii. Performance-based Fees
Each Fund’s General Partner or Managing Member, as applicable, generally receives a carried interest
equal to a percentage of all realized profits, as described more fully in each Fund’s Governing
Documents.
The incentive allocation will only be charged to accounts of those investors who are “qualified clients” as
defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended (“Advisers Act”).
      iii. Fee Comparison
Fund expenses, including the management fee and any performance-based fees, may constitute a higher
percentage of average net assets than could be found in other investment programs.

2. Separate Accounts
For services provided to separate accounts, the Firm typically receives a quarterly asset-based
management fee based on monthly average assets under management for the prior quarter, payable
quarterly in advance. The management fee is generally between 0.00% and 3.00%. Separate accounts do
not pay performance compensation to the Firm.

B. Payment of Fees
Fund management fees, carried interest, organizational expenses, and other Fund expenses are paid or
borne by the applicable Fund and its investors as provided in the Governing Documents and side letters.
Separate account fees are paid as provided in the applicable investment advisory agreement.

C. Third-Party Fees and Expenses
In addition to advisory fees, Funds and Clients may bear organizational, administrative, legal, accounting,
audit, tax, compliance, consulting, broken-deal, travel, custodial, administrator, fund accounting,
insurance, and other operating expenses, as well as brokerage commissions, transaction fees, and other
costs related to sourcing, acquiring, monitoring, valuing, and disposing of investments, all as more fully
described in the Fund Governing Documents or separate account advisory agreements.
The Firm’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and
expenses, which are borne by the applicable Fund or Client. The Firm does not receive any portion of
such brokerage commissions, transaction fees, or similar costs.

D. Prepayment of Fees
The Funds invest in the securities of private companies and interests in other private funds on a long-term
basis. Accordingly, Fund management fees may be paid during the investment period and, in certain
cases, may be paid in advance as described above. Except as otherwise provided in the applicable
Governing Documents or side letters, Fund investors are generally not permitted to withdraw or redeem
interests and fees paid at the beginning of a period generally will not be refunded or prorated for partial
periods.
Separate account advisory agreements generally remain in effect through an initial term and are
automatically extended for additional one-year terms thereafter, unless terminated on the notice terms set
forth in the applicable agreement. If a separate account client terminates the advisory agreement, the
client will generally continue to hold the underlying investments after the Firm ceases providing
investment advice with respect to those positions.

E. Outside Compensation for the Sale of Securities
Neither the Firm nor its supervised persons accepts compensation for the sale of securities or other
investment products outside of their association with the Firm.
The foregoing discussion in Item 5 represents the Firm’s basic compensation arrangements. The
management fees and incentive allocations described above are structured to comply with Rule 205-
3 under the Advisers Act and applicable state laws. Fees and other compensation are negotiable in
certain circumstances, and arrangements with any particular investor may vary. Although the
Firm believes its fees are competitive, lower fees for comparable services may be available from
other investment advisers.

Item 7 - Types of Clients
The Firm provides investment advice and management to private funds and separate accounts and may in
the future provide the same or similar services to other private funds and other types of investors.
The Firm restricts the number of investors in the Funds and offers interests only through non-public
transactions in order to maintain their exclusion from “investment company” status under the Investment
Company Act of 1940, as amended (the “Investment Company Act”).
Prospective investors in the Funds must meet the eligibility requirements set forth in the applicable
Governing Documents and are subject to the withdrawal, transfer, and other limitations described therein.
Each investor in a Fund generally must be an “accredited investor” as defined in Regulation D under the
Securities Act of 1933, as amended.
Separate account Clients are generally individual investors and institutional investors that engage the
Firm pursuant to an investment advisory agreement. Each separate account Client must also be an
“accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended.