Azura Partners US LLC

Item 5: Fees and Compensation
The Adviser will require that clients enter into an investment advisory agreement with the Adviser which,
among other things, details the nature of the advisory relationship and services provided, as well as the fee
structure. In general, Azura Partners US will charge an annual advisory fee that shall be agreed upon with
the client depending on the terms of each client’s agreement. Annual advisory fees will generally be
charged quarterly in arrears on a sliding scale based on a percentage of assets under management
attributable to the client. Azura Partners US charges fixed fees to certain types of clients depending on the
size and scope of responsibilities and as agreed to with clients. As discussed in Item 6, for certain clients,
Azura Partners US will be allocated a performance fee based on the capital appreciation of a client’s
account. Performance fees will generally be charged annually in arrears. Azura Partners US will typically
invoice clients for fees but may also directly debit certain client accounts for fees incurred. Clients may
select either method of payment.

The Adviser’s fee schedule is omitted as this brochure will only be provided to qualified purchasers, as
defined in section 2(a)(51)(A) of the Investment Company Act of 1940, as amended.

The Adviser may, in its discretion, waive or rebate any management fee for any client without entitling
other client’s similar waivers or rebates. Azura Partners US may charge additional fees for other services
as requested by and agreed to with clients, such as providing services related to valuation of assets, or
certain risk assessments on investment products or investment portfolios. Such additional services will be
tailored to the client based on their individual needs.

Clients will incur brokerage and other transaction costs in addition to the fees discussed above. Please
refer to the Brokerage Practices section of this brochure for additional information. Client accounts will
also regularly invest in other financial products, such as money market funds, exchange traded funds
(“ETFs”), mutual funds, private investment vehicles managed by affiliated and unaffiliated investment
advisers, and through separate accounts managed by affiliated and unaffiliated investment advisers, that
charge fees and expenses that will be borne directly or indirectly by client accounts. These expenses may
include, but are not limited to, investment-related expenses, trading expenses, legal expenses, accounting
and audit expenses, administrative expenses, custodial expenses, distribution expenses, insurance
expenses, management fees, and incentive fees. The governing and offering documents of each such
financial product, such as the prospectus, private placement memorandum, or limited partnership
agreement, sets forth the fee and expense structure relevant to each financial product. Clients must ensure
their understanding of, and agreement with, the terms of such products as well as consult with their other
professional advisors prior to investing.

As discussed in Item 4 above, Azura Partners US may advise clients to invest in private transactions or
funds that are originated by Azura Partners US affiliates or third parties. In such cases, there is a conflict
of interest between Azura Partners US and its clients, as described above.

A client may terminate the Adviser’s services at any time upon written notice to the Adviser. Upon such a
termination, the Client will be charged a pro-rata portion of the quarterly fee based on the number of days
in the period for which services were provided.

Item 7: Types of Clients
Adviser provides services to pooled investment vehicles, corporations, business entities, and high-net-
worth individuals, including their associated trusts, estates, charitable organizations, or investment
holding vehicles.

The Adviser will generally require a minimum commitment of $25 million to establish a client
relationship but may waive this minimum at its discretion.