Brydon Group LLC

Fees and Compensation
Below is a discussion of how The Brydon Group is typically compensated in connection with
providing advisory services to its Funds. Because The Brydon Group may enter into different
fee arrangements on a client-by-client basis, please ensure you obtain and carefully read
and study all applicable Governing Documents for any Fund or Fund(s) for which the Firm
provides investment advisory services.
The Brydon Group or its affiliates generally receive management fees and carried interest
(each as defined below) or similar performance-based renumeration from a Fund. A Fund,
and/or its portfolio companies may also make other payments to the Firm or its affiliates
for services provided to the portfolio companies which, in certain circumstances, may reduce
the fees payable to The Brydon Group. Additionally, consistent with the Governing
Documents of a Fund, the Fund typically bears certain out-of-pocket expenses incurred by
The Brydon Group in connection with the services provided to the Fund and/or the portfolio
companies. Further details about certain common fees and expenses are set forth below.
Management Fees
For its services to each Fund, The Brydon Group receives a management fee (the
“Management Fee”), which is based on a percentage of capital commitments or a
percentage of assets under management. With respect to the Funds, prior to the end of the
investment period for each Fund, The Brydon Group receives a Management Fee based on
a percentage of total capital commitments to the Funds. After the investment period (the
step-down date), the Management Fee with respect to the Funds is based on a percentage
of remaining capital (assets under management). Management Fees paid by a Fund may
also be reduced by other fees or compensation received by the Firm or its affiliates that
relate to such Fund’s activities and investments, or by certain organizational or other
expenses borne by such Fund, as described in more detail below. Management Fees paid by
a Fund are indirectly borne by investors in such Fund.
The annual management fee is paid quarterly in advance. The Brydon Group, or its affiliates,
retains discretion to refund any pre-paid Management Fees by a Fund if the advisory
agreement with such Fund is terminated before the end of the billing period. Management
Fee refunds are calculated on a pro-rata basis for partial periods.
The precise amount of, and the manner and calculation of, the Management Fees for each
Fund are established by The Brydon Group and are set forth in the Fund’s Governing
Documents received by each investor prior to making investment in such Fund. The
Management Fees and other fees and distributions described herein are generally subject
to modification, waiver, or reduction by The Brydon Group in its sole discretion, both
voluntarily and on a negotiated basis with selected investors via side letter and other
arrangements, which may not be disclosed to other investors in the same Fund. Fees differ

                                                                               Part 2A of ADV:
                                                                    The Brydon Group Brochure

from one Fund to another, as well as among investors in the same Fund. The Brydon Group
retains flexibility to structure its compensation from investors and expects in certain
circumstances to agree to invoice an investor directly for Management Fees or other
compensation, rather than deducting such amounts from the investor’s capital account(s).
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 specified in the Governing
Documents, from the effective date of the relevant Fund until a date specified in the
Governing Documents (generally the end of the Fund’s defined investment date),
Management Fees generally will be charged based on a formula tied to the amount of the
relevant Fund’s aggregate commitments. Further, after the step-down date, Management
Fees generally will be charged and calculated based on a formula tied to the amount of
investment contributions made by the relevant Fund that have not been realized or
completely written off for U.S. federal income tax purposes.
As a result, the amount of the Management Fees generally will not correspond with
fluctuations in the Fund’s net asset value, including following the investment period, and
will not be reduced in connection with any write downs, except in the case of investments
completely written off for U.S. federal income tax purposes. 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 distributions or partial sales of investments.
In many circumstances, the fair value component of such post-step-down date
Management Fees will include capitalized transaction-specific expenses of unrealized
investments. Further, Management Fees generally will no be reimbursed or refunded under
Governing Documents in the event of realizations, dispositions or partial write-downs that
occur partway through the relevant calculation period.
The Governing Documents set forth the full list of terms under which Management Fees 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 until they are reduced
in the circumstances and on the date(s) specified therein.
As more fully described below, the Adviser or its affiliates are permitted to charge other fees
(as defined below).
Carried Interest
Additionally, a Fund may be charged a performance fee (sometimes referred to as “carried
interest”) based on net profits (the “Performance Fee”). The Performance Fee for each Fund
is specified in the Governing Documents for such Fund.
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Item 7 – Types of Clients

The Brydon Group currently provides investment supervisory services to private Funds.
Investment advice is provided directly to the Funds (subject to the direction and control of
the general partner of each Fund, as applicable) and not individually to investors in each
Fund.
The minimum investment commitment for each Fund is typically $3 million - $10 million for
each investor (depending on the applicable Fund); however, the general partner of each
Fund may permit investments below the minimum amounts set forth in the Governing
Documents of each Fund.