Argand Partners LP

FEES AND COMPENSATION

Each Client’s governing documents and, if applicable, Management Agreement will outline in detail
the management fees, performance‐based compensation and other expenses payable by such Client.
Argand does not participate in wrap fee programs.

Management Fees

Certain of the Funds pay a management fee (a “Management Fee”) in accordance with the terms of its
organizational documents and, generally, based on a percentage of capital commitments through the

earlier of the end of the investment period for such Fund and the date on which the Management Fee
begins to be paid with respect to any successor Fund. Thereafter, the Management Fee for such Fund

will be a percentage of the Limited Partners’ capital contributions used to fund the acquisition of
portfolio investments yet to be disposed (excluding portfolio investments determined by the applicable
General Partner to have zero value due to a permanent impairment) (“Outstanding Capital Base”). For
Argand Partners Fund, LP, the Management Fee will be based on the Outstanding Capital Base less any
unrealized losses after the Management Fee begins to accrue with respect to any successor Fund.

Certain Funds pay a Management Fee at a lower rate than other Funds or pay no Management Fee.

The Management Fee is generally payable quarterly in advance. Upon termination as manager of any of
the applicable Funds, Argand will repay the relevant Fund the unearned portion, if any, of any
Management Fee previously paid to Argand. The Management Fee of a Fund is subject to certain
reductions described below.

Carried Interest

A performance‐based carried interest (the “Carried Interest”) may be received by the General Partners
of certain Funds and the Managing Member of the SPVs after the Investors realize a preferred or
“hurdle” rate on their investments, as outlined below.

The General Partners and Managing Member receive Carried Interest from certain Clients and Investors
at a lower rate than from other Funds and Investors and receive no Carried Interest with respect to
certain Clients and Investors.

Other Expenses

Each of the Clients bears all reasonable costs and expenses directly or indirectly incurred in connection
with the formation and organization of, and sale of interests in, such Clients, including out‐of‐pocket
legal, accounting, printing, travel and filing fees and expenses (collectively, “Organizational Expenses”).
In the case of Argand Partners Fund, LP, Organizational Expenses (other than placement fees) that
exceed its pro rata share (based on the commitments of the Main Funds) of $1.75 million, as well as any
placement fees, may be paid by such Main Fund but borne by Argand through a 100% offset against
Management Fees. For other Main Funds that are subject to Management Fees, Organizational
Expenses (other than placement fees) that exceed such Main Funds’ pro rata share (based on the
commitments of the Main Funds) of $2 million may be paid by such Main Funds but borne by Argand
through a 100% offset against Management Fees.

Argand pays the costs and expenses associated with normal operating overhead, including salaries of its
employees, rent and other expenses incurred in maintaining Argand’s place of business, as well as the
costs of Argand’s general compliance with the Investment Advisers Act of 1940, such as preparation and
updating of Argand’s Form ADV. The Clients pay the costs, expenses and liabilities that are incurred by
or arise out of the operation and activities of the Clients including: (a) with respect to the Funds only,
the Management Fee; (b) the fees and expenses relating to consummated portfolio investments,
unconsummated investments and temporary investments, including the evaluation, acquisition, holding
and disposition thereof, including the fees and expenses of advisors incurred in connection therewith, in
each case to the extent that such fees and expenses are not reimbursed by a portfolio company or other
third party; (c) interest on and fees and expenses related to or arising from any indebtedness or hedging
activities of the Clients; (d) premiums for insurance protecting the Clients and any covered persons
(including, for the avoidance of doubt, the General Partners, Managing Members, Argand and affiliates
of Argand) from liabilities to third parties in connection with the Clients’ investment and other activities;

(e) legal, custodial, administration,

auditing, accounting, regulatory and compliance expenses, including expenses associated with (i) the
preparation of the Clients’ financial statements, tax returns and Schedule K‐1s, and the representation
of the Clients or the partners by the tax matters partner or partnership representative and (ii) Form PF
or other similar reporting requirements, U.S. Treasury forms and FATCA compliance, in each case as
relates specifically to the Clients and their portfolio companies; (f) banking and consulting expenses; (g)
appraisal and valuation expenses; (h) expenses related to organizing entities through or in which
portfolio investments may be made; (i) expenses of Investor advisory committees; (j) costs and expenses
that are classified as extraordinary expenses under generally accepted accounting principles; (k) certain
taxes and other governmental charges, fees and duties payable by the Clients; (l) any and all claims,
demands, liabilities, costs, expenses, damages, losses, suits, proceedings and actions, whether judicial,
administrative, investigative or otherwise, of whatever nature, known or unknown, liquidated or
unliquidated, that may accrue to or be incurred by any covered person, or in which any covered person
may become involved, as a party or otherwise, or with which any covered person may be threatened,
relating to or arising out of the investment or other activities of the Clients, activities undertaken in
connection with the Clients, or otherwise relating to or arising out of the Clients’ governing agreements,
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TYPES OF CLIENTS

As described in Item 4, our Clients are privately‐offered funds or special purpose co-investment
vehicles whose investors generally include institutional investors and high‐net‐worth
individuals.

Investors are generally (i) “accredited investors” under Regulation D of the Securities Act of 1933 and (ii)
“qualified purchasers” under Section 2(a)(51)(A) of the Investment Company Act of 1940 or, with
respect to certain of the Funds, “qualified clients” under Rule 205‐3 under the Advisers Act.

Any Client with a minimum initial investment amount includes such amount in its Offering Documents;
however, lesser amounts may be accepted at the discretion of Argand. Prospective investors are
required to make representations concerning their financial sophistication and ability to bear the risk of
loss of their entire investment.