Arsenal Capital Management LP

ITEM 5         FEES AND COMPENSATION
Arsenal (or its Operating Partners (as defined below)) receives various fees and other
compensation from its limited partners or Fund portfolio companies. As discussed in further detail
below, “Operating Partners” are individuals retained by the General Partners, the Funds and/or the
portfolio companies who will be personnel of Arsenal or its affiliates, including personnel that in
certain circumstances could also provide investment advisory services to the Funds on behalf of
Arsenal.

The types of fees and compensation received by Arsenal and its Operating Partners are:

   1. Management fees (“Management Fee”) in connection with its advisory services to the
      Arsenal Funds.

   2. Transaction fees, break-up fees, closing fees, monitoring fees, directors’ fees, or other
      similar fees from portfolio companies, as further described below (collectively, “Portfolio
      Company Fees”) for financial and management consulting services performed for Fund
      portfolio companies under a management services agreement; such fees generally will
      offset in whole or in part the Management Fees otherwise payable to Arsenal in accordance
      with the relevant Governing Documents.

   3. Compensation (including cash and non-cash compensation) as an Operating Partner
      serving in an “Operating Partner - Portfolio Company and Fund Role,” and/or an
      “Operating Partner - Sourcing Role” for services provided to or with respect to portfolio
      companies or the Funds. Compensation is also permitted to be paid to third-party
      consultants (including individual operational group members, consultants, and external
      executives), personnel of portfolio companies of the Funds, strategic partners, executive
      partners or senior or other advisors, including current or future individuals with the title of
      Senior Advisor, which persons could be personnel or affiliates of Arsenal and/or its
      affiliates (“Consultants”). Such Consultants are engaged to provide services to, or in
      connection with, a Fund or portfolio company in relation to its activities. The potential
      roles of Operating Partners and Consultants are discussed in detail, and the relevant terms
      are defined, under “Operating Partner and Consultant Services and Compensation” in this
      Item 5. Compensation and other amounts received by Consultants and Operating Partners
      serving in the Operating Partner - Portfolio Company and Fund Role and in the Operating
      Partner - Sourcing Role are borne by the relevant Fund and/or portfolio company and do
      not offset Management Fees.

In addition, investors in the Funds also bear certain fund expenses.

Arsenal will not offset compensation received from outside sources, such as residual employee
board seats at entities that are no longer Fund portfolio companies.

Management Fees

Management Fees from Fund IV were 2% of capital commitments during the Commitment Period.
After the Commitment Period, or upon certain events, the Management Fees are based on

Investment Contributions and charged at either 2% or 1.5% as described in the Partnership
Agreements. Fund IV Management Fees are currently 1.5% of Investment Contributions that have
not yet been disposed. Limited partners designated as affiliated partners by Fund IV GP do not
pay a Management Fee.

Management Fees from Fund V were 2% of capital commitments during the Commitment Period.
After the Commitment Period, or upon certain events, the Management Fees are based on
Investment Contributions and charged at either 2% or 1.5% as described in the Partnership
Agreements. Limited partners designated as affiliated partners by Fund V GP do not pay a
Management Fee. Fund V Management Fees are currently 1.5% of Investment Contributions that
have not yet been disposed. Limited partners designated as affiliated partners by Fund V GP do
not pay a Management Fee.

Management Fees from Fund VI are 2% of capital commitments during the Commitment Period.
After the Commitment Period, or upon certain events, the Management Fees are based on
Investment Contributions and charged at either 2% or 1.5% as described in the Partnership
Agreements. Limited partners designated as affiliated partners by Fund VI GP pay a reduced or no
Management Fee.

Management Fees from the Growth Fund are 2% of capital commitments during the Commitment
Period. After the Commitment Period, or upon certain events, the Management Fees are based on
Investment Contributions and charged at either 2% or 1.5% as described in the Partnership
Agreements. Limited partners designated as affiliated partners by the Growth Fund GP pay a
reduced or no Management Fee.

As of January 1, 2023, Management Fees are no longer charged from Fund III.

As is generally the case in private equity funds, the Governing Documents provide that a Fund’s
Management Fees will be calculated and charged on a basis that generally is not tied to the Fund’s
then-current net asset value. As further described in the Governing Documents, from the effective
date of the relevant Fund until a date specified in the Governing Documents (the “Stepdown
Date”), Management Fees generally will be calculated based on a formula tied to the amount of
the relevant Fund’s aggregate capital commitments. Further, after the Stepdown Date,
Management Fees generally will be charged and calculated based on a formula tied to the amount
of investment contributions (including, where applicable, a Fund borrowing component (including
interest expenses) and the amount of any capitalized Portfolio Company Fees or expenses) made
by the relevant Fund relating to the Fund’s aggregate investment(s) in the portfolio companies,
excluding those that have been permanently written down (such investments, “Impaired Value
Investments”) or realized. Due to differences in the criteria set forth in their respective Governing
...

ITEM 7         TYPES OF CLIENTS
Arsenal provides investment advice solely to its Fund clients, and references throughout this
Brochure to “clients” and to Arsenal’s related duties to and practices on behalf of its clients and/or
investors should be construed accordingly.

Generally, only “accredited investors” that are also qualified clients (or qualified knowledgeable
ACM personnel) or “qualified purchasers” as specified in the Funds’ Governing Documents are
permitted to invest in the Funds. Fund investors generally include individuals, banks or thrift
institutions, other investment entities, pension and profit-sharing plans, trusts, estates or charitable
organizations, corporations or business entities and generally include, directly or indirectly,
principals or personnel of Arsenal, as well as executives of portfolio companies.

Arsenal also generally is permitted to establish alternative investment vehicles in order to permit
one or more certain investors to participate in one or more particular Fund investment opportunity
in a manner desirable for tax, regulatory or other reasons. Alternative investment vehicle sponsors
generally have limited discretion to invest the assets of these vehicles independent of limitations
or other procedures set forth in the organizational documents of such vehicles and the Governing
Documents of such related Fund.

Details concerning applicable fees, minimum investment amounts, and suitability criteria are set
forth in the respective Funds’ Governing Documents. The General Partner of each Fund typically
reserves the right, in its sole discretion, to waive the minimum investment amount requirement.