Centre Partners Management LLC

Item 5. Fees and Compensation
As described in each Fund's governing documents, the Firm receives an annual management
fee from the Funds and performance-based fees (or carried interest) as described in Item 6,
Performance-Based Fees and Side-By-Side Management. Annual management fees typically
equal a specified percentage of aggregate capital commitments of the Funds during the Funds’
investment period and a lower percentage of the Funds’ invested capital after the investment
period for the remaining term of the Funds’ life. Management fees are paid in advance either
quarterly or semi-annually by the applicable Fund pursuant to each Fund’s governing
documents and are typically deducted from the Funds’ capital accounts. In general, if we cease
to serve as the investment manager of one of the Funds, the management fee payable by such
Fund will be pro-rated based on the number of days during such period that we served as
investment manager and we will refund any excess.
The management fee and carried interest has been in the past and may in the future be waived
or reduced at the discretion of Centre Partners or its affiliates. As described in each Fund’s
governing documents, the General Partner of each Fund, which is an affiliate of Centre
Partners, has been in the past and may in the future admit certain investors who receive terms
that are more favorable than those offered to other investors. More favorable terms offered to
such investors have included, among other things, reduced or eliminated carried interest, and/or
management fees.
Neither we nor any of our “supervised persons” accepts compensation for the sale of securities
or other investment products.
Additional Fees and Expenses:
From time to time, the Firm does receive monitoring, transaction, consulting, directors, and
other fees in connection with the activities of the Funds (“Other Fees”). In addition, the Firm
is also occasionally reimbursed by the Funds’ portfolio companies for expenses we incur in
connection with our performance of the services that give rise to Other Fees. In general, the
management fee payable by each of the Funds will be reduced by all or a portion of such Other
Fees related to such Fund’s activities received by the Firm. The Firm also bears the economic
burden of any placement fees.
The Firm provides fund administration services and receives compensation under Fund
Administration Service Agreements (“FASAs”) to Palisades Management, LLC (“Palisades”)
and their private funds and Backcast Partners Management LLC (“Backcast”) and certain of
their respective private funds. The services provided include but are not limited to fund
regulatory compliance, fund accounting, fund set-up, investor relations support etc. The Firm
is also reimbursed by Palisades and Backcast for expenses we incur in connection with the
performance of our services.

Certain members and employees of Centre Partners have an economic interest in certain of the
General Partners of the Palisades and / or Backcast funds.
We also receive compensation, on occasion, for certain consulting services provided by
members of Centre Partners.
Additional fees and expenses for which Funds are responsible are described in the limited
partnership agreement of such Fund. Generally, each Fund pays all costs and expenses relating
to its operations, including but not limited to: legal, auditing, consulting and accounting fees
and expenses; expenses of meetings of its limited partner advisory committee and of limited
partners; expenses and costs associated with meetings of the ‘Centre Operating Partners’, to
the extent applicable to the activities of the Partnership; expenses and costs incurred in
connection with any regulatory filings required to be made in respect of the Fund or any related
investment vehicle (including Form PF); indemnification and insurance expenses; expenses
associated with the acquisition, holding and disposition of its proposed or actual investments
(including related due diligence expenses of our personnel); extraordinary expenses such as
litigation; interest on and fees and expenses arising out of any permitted borrowing; expenses
relating to unconsummated transactions; expenses of liquidating the Fund; and any taxes, fees
or other governmental charges levied against the Fund and any expenses incurred in connection
with any tax audit, investigation, settlement or review of the Fund. Expenses associated with
the acquisition, holding and disposition of an investment may also include the expenses of
brokers or dealers to the extent that any such person is engaged in connection with a
transaction. See Item 12, Brokerage Practices. Such expenses may also include commissions,
custodian fees, rating agency fees and other transaction expenses.
In some cases, expenses might be attributable to more than one Fund, or to the Firm or an
affiliate. In such cases, the Firm and its affiliates will apply an expense allocation methodology
that is believed to be fair to the affected Funds and consistent with their confidential offering
materials and limited partnership agreements. The Firm and its affiliates have not experienced
this in the past but may in the future experience a conflict of interest when determining and
applying an allocation methodology.
Expenses that are not attributable to a Fund will become an expense of either the Firm or the
relevant Fund’s General Partner. Please refer to the Fund offering documents for more
information on expenses.

Item 7. Types of Clients
The Firm provides discretionary investment management services to the Funds. All of the
Funds are structured as US limited partnerships or limited liability companies and are pooled
investment vehicles that are exempt from the requirement to register as an investment company
under Section 3(c)(1) and/or 3(c)(7) of the Investment Company Act of 1940.
We do not have any requirements for opening or maintaining an account.