ARA Advisers LLC

Item 5      Fees and Compensation
Ara is compensated for its advisory services as follows:

    •    Management fees
         LPs in the Funds may be charged a management fee that is called from each LP on a quarterly basis
         in advance, based upon calculations and terms detailed in the Fund’s Operating Agreements.
    •    Carried interest
         The GP of the Funds may receive up to 20% of the realized appreciation in the Funds, once certain
         return hurdles are met. Specific information with respect to the calculation of carried interest is
         included in the relevant Operating Agreements.
    •    Other fees
         The GP of the Main Funds may be entitled to receive topping, break-up, monitoring, administration,
         director’s, organizational, commitment, set-up, consulting, advisory, and other similar fees in
         connection with the purchase, monitoring or disposition of investments or from unconsummated
         transactions in respect of portfolio companies of the Funds. As defined in the Operating Agreement,
         100% of such fees received by Ara benefit the LPs by way of a management fee offset. Ara has not
         received any such fees to date, but retains the right to do so at the GP’s discretion. LPs in the Co-
         investment Funds may be periodically charged a fee, based upon calculations and terms detailed in
         such Co-Investment Fund’s Operating Agreement.
    •    GP Fee
         In the case of each of Fund II, Fund III and Infrastructure Fund, the GP will receive a fee (the “GP
         Fee”) payable annually by such Fund in an amount equal to the greater of (a) $10,000 and (b) the
         GP’s costs and expenses incurred in the performance of its general partner duties plus an arm’s
         length net profit, the amount of which will be determined from time to time by the GP in good
         faith.
These fees are disclosed in the Funds’ Operating Agreements and offering documents, as applicable. The
Firm and all supervised persons do not receive any other compensation for the sale of securities or other
investment products, other than what is disclosed herein.
Ara calls capital from the Funds to pay for expenses that are permitted in the respective Fund’s Operating
Agreement. Such expenses include but are not limited to: fees, costs and expenses related to the identifying,
evaluating, researching, structuring, negotiating, purchasing, monitoring, holding, financing and selling of
portfolio investments (to the extent not reimbursed) and any fees, costs and expenses incurred in connection
with proposed but unconsummated investments; insurance premiums and expenses, including for directors
and officers liability insurance; certain taxes; fees and expenses of accountants, auditors, counsel, consultants,
Ara Consultants and Senior Advisers (as defined in the offering documents); a recharge of a portion of costs
and expenses of the GP and Ara and their respective affiliates and employees relating to the administration
and operation of the Funds, including providing local administration or management services related to
portfolio companies, entities or investments of the Funds, provided that the GP determines in good faith
that any such costs and expenses are not greater than what would be paid to an unaffiliated third party for
substantially similar services; legal, custodial, administration, auditing, accounting (including tax and tax
advisory), and other administrative and regulatory and compliance fees and expenses (including certification
fees, costs of financial statements, tax returns and Schedule K-1s, costs of the representation of the Fund,
the GP and LPs by its tax representative, costs of U.S. Treasury forms and FATCA compliance, in each case,
as related specifically to the Funds and portfolio companies and data processing, market research and

information technology costs (including subscription fees and expenses)); costs, expenses and liabilities
related to or arising from indebtedness, guarantees, credit support and hedging activities of the Funds
(including establishing, utilizing, modifying and retiring any credit facility or other borrowing and any interest
thereon); brokerage, banking and consulting expenses; appraisal and valuation expenses; expenses and costs
incurred in connection with government and regulatory filings globally (including legal, custodial,
administration, auditing, accounting and regulatory and compliance expenses (including Form PF), ongoing
registration fees charged by regulators and any fees, costs and expenses incurred in complying with the
disclosure, reporting and other similar obligations under the Alternative Investment Fund Managers
Directive and any EU disclosure requirements or other secondary legislation, rules and/or associated
guidance; fees paid to locally licensed intermediaries that the Funds or an affiliate thereof is required to
engage as a result of one or more LPs being domiciled in, or otherwise affiliated with, a particular jurisdiction;
all taxes, fees and other governmental charges payable by the Funds in connection with any audit,
investigation, settlement or review; costs of reporting to and meeting with the GP and LPs and governmental
authorities; costs and expenses of the members of the applicable Fund’s Limited Partner Advisory
Committee and the annual meeting or special meetings of the GP and LPs and periodic reports to LPs; costs
and expenses associated with any consummated or unconsummated transfer of interests in the Funds, to the
extent not otherwise borne by the applicable transferor and the transferee; litigation expenses, including
those incurred in connection with litigation involving the Funds, the GPs and Ara or any threatened litigation
involving the same; costs and expenses incurred in connection with any modifications to or compliance with
...

Item 7     Types of Clients
Ara provides investment advisory services to private funds, to which LPs commit capital and make pro-rata
contributions based on total committed capital. The majority of LPs are institutional investors, such as
pension funds, foundations, endowments and alternative asset funds of funds, and others, including high net
worth individuals. LPs must meet the minimum standards of an “Accredited Investor” under Rule 501A of
the Securities Act of 1933, as amended (“Securities Act”). The minimum commitment accepted from an LP
is $5,000,000, subject to Ara’s right to accept lesser amounts.
In addition, a Fund’s GP may enter into letter agreements or other similar arrangements (collectively, “Side
Letters”) with one or more LPs without the approval of any other LP that have the effect of establishing
rights under, or altering or supplementing the terms of the Operating Agreements of the Funds as they apply
to a particular LP. As a result of such Side Letters, certain LPs may receive additional benefits that other LPs
will not receive, including without limitation fee breaks, better information rights and transfer rights. The
other LPs will have no recourse against the Funds, Ara or any of its affiliates in the event that certain LPs
receive additional or different rights or terms as a result of such Side Letters.