Bertram Capital Management LLC

ITEM 5: FEES AND COMPENSATION
          In general, the Management Company receives a management fee (the “Management Fee”)
and the applicable General Partner receives a carried interest in connection with advisory services
provided to each Private Investment Fund. For each Private Investment Fund, the carried interest
distributed to a General Partner is generally subject to a potential giveback at the end of a Fund’s
life if the General Partner has received excess cumulative distributions. As discussed in more detail
below, the Management Company or other Bertram entities or affiliates often receive additional
compensation in connection with management and other services performed for portfolio
companies (e.g., monitoring or other fees) of Private Investment Funds and a portion of such
additional compensation will offset the Management Fees otherwise payable to the Management
Company.

        Fees, compensation and expense reimbursements received from a Co-Invest Fund are
generally negotiated on a vehicle-by-vehicle basis. Although there are currently no Co-Invest
Funds, Bertram could receive a management fee or performance-based fees from a Co-Invest Fund
in the future and any such compensation would not be shared with the other Funds. If a Co-Invest
Fund does not pay management fees, it does not receive the benefit of management fee offsets or
otherwise share in such fee income. Investors should review the applicable Fund’s Partnership

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Agreement for details regarding the fee structures summarized below. Unless otherwise defined
herein, all capitalized terms shall have the meanings ascribed to them in the applicable Partnership
Agreement.

       Management Fees

         As described in detail below, the amount of Management Fees generally will not
correspond with fluctuations in the net asset value of individual investments or of a Fund before
the date specified in the Governing Documents (the “Stepdown Date”) and, for certain Funds, after
the Stepdown Date as well, and will not be reduced in connection with any write downs (whether
temporary or permanent), except in the case of investments permanently written down to a value
of zero (0) (such investments, “Impaired Value Investments”). Due to potential differences in the
criteria set forth in their respective Governing Documents, in the event where more than one Fund
participates in an investment, there is the possibility that an investment will become an Impaired
Value Investment for purposes of one Fund’s Governing Documents but not those of one or more
other Funds. Except where the Governing Documents expressly provide to the contrary,
Management Fees will not be reduced (in whole or in part) in the case of partial sales or
dispositions, 6 distributions (e.g., those resulting from a dividend recapitalization) or
reorganizations, restructurings, roll-over investments, extraordinary dividends or similar
transactions, in each case in circumstances that do not result in the complete disposition of the
relevant Fund’s interest therein, and even in cases where the value of the Fund’s investment or the
Fund’s ownership percentage in such investment has been reduced (including substantially
reduced) as a result of such transaction.

        Where applicable, in certain circumstances, the post-Stepdown Date Management Fee base
will include capitalized transaction-specific fees and expenses of unrealized investments, including
certain fees (such as Supplemental Fees (as defined below)) and expenses paid to Bertram Labs
and Special Consultants (each, as defined below), as well as service providers (including suppliers,
vendors, consultants, lenders, law firms (including Fund or transaction counsel), transaction
service providers and their respective affiliates, personnel and related investment vehicles
(together, “Service Providers”)), Bertram or its affiliates. Further, Management Fees generally
will not be reimbursed or refunded under the Governing Documents in the event of realizations,
dispositions or partial write-downs, or write-offs that occur partway through the relevant
calculation period.

        Each Fund’s Governing Documents set forth the full list of terms under which Management
Fees with respect to such Fund will be reduced, offset or otherwise be limited, and consequently
investors should expect to bear the full specified Management Fee rate in the Governing
Documents of each Fund until they are reduced in the circumstances and on the date(s) specified
therein.

      Additionally, as further specified in the relevant Fund’s Governing Documents, the
Advisers are generally permitted to charge interest to Fund investors participating in a closing after

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the relevant Fund’s initial closing date in respect of any Management Fees that began accruing at
the Fund’s initial closing.

        Fund III

        Fund III pays General Partner III, or a designated affiliate, a quarterly management fee (the
“Fund III Management Fee”) equal to 0.5% (i.e., 2.0% per annum) of non-affiliated Fund III
investors’ aggregate subscriptions (“Fund III Subscriptions”) until the earliest to occur of (i) the
fiscal quarter after Fund III reaches the sixth anniversary of its Effective Date; (ii) the date General
Partner III or its affiliates first receives or beings to accrue management fees with respect to a new
equity investment fund with objectives, strategy and scope substantially similar to those of the
Fund III; and (iii) the date six months after the permanent expiration or termination of the
investment period as a result of the occurrence of certain events stated in Fund III’s Partnership
Agreement. Beginning the first full quarter after July 1, 2020, the Fund III Management Fee was
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ITEM 7: TYPES OF CLIENTS
        The Advisers provide investment advice to Private Investment Funds, which include
investment partnerships or other investment entities formed under U.S. or non-U.S. laws and
operated as exempt investment companies under the Investment Company Act of 1940, as
amended (the “Investment Company Act”). The investors participating in Private Investment
Funds include individuals, banks or thrift institutions, insurance companies, pension and profit-
sharing plans, trusts, estates or charitable organizations, executives of portfolio companies,
corporations or other business entities or other investment entities, and include, directly or
indirectly, principals or other personnel of the Management Company and its affiliates.

        The Funds generally have a minimum investment amount of $5 million for third-party
investors, which each Fund’s General Partner has the right to waive. Generally, investors in the
Funds (generally referred to herein as “investors” or “limited partners”) must be (i) “accredited
investors” as defined under Regulation D of the Securities Act of 1933, as amended and (ii) either
“qualified purchaser” as defined under the Investment Company Act or “knowledgeable
employees” of the Advisers as defined under the Investment Company Act.

       The Funds include alternative investment vehicles established in order to permit one or
more investors to participate in one or more particular investment opportunities 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 related Fund.