Clarendon Capital LLC

ITEM 5: FEES AND COMPENSATION

A. Advisory Fees and Compensation
   The Governing Documents describe fees, compensation, and expenses in greater detail. The General
   Partners receive up to a 2% annual management fee on total committed capital from certain Limited
   Partners in the relevant Client (“Management Fee”), payable in quarterly installments in advance from
   the applicable Limited Partners. The precise amount, calculation, manner and timing of the payment
   of the Management Fee for each Client is established by the applicable General Partner. For certain
   Limited Partners, this is modified by negotiations for which guidance is set forth in the Client’s
   Governing Documents applicable to that Limited Partner prior to investment in such Client.

   The special Limited Partner of certain Clients designated to receive carried interests (“Carry Partner”)
   receives performance-based fees from such Clients equal to 20% of all realized profits, subject to a
   specified preferred return with a related Carry Partner catch-up provision (“Carried Interest”), as
   more fully described in such Clients’ Governing Documents. As applicable, the Clients’ Governing
   Documents also include industry standard clawback provisions to prevent instances in which the
   applicable Carry Partner had received excess distributions of Carried Interest. The General Partner
   of certain Clients may waive or reduce the amount of Carried Interest borne by any Limited Partner.

   In certain circumstances, the Adviser or its affiliates (as applicable) may, in their sole discretion,
   reduce, waive or calculate the Management Fee and/or Carried Interest differently with respect to
   certain Limited Partners, including, without limitation, affiliates of the Adviser, Adviser employees,
   members of the immediate families of such employees and trusts or other entities for their benefit.

   Investors that participate in co-investment opportunities (“Co-Investors”) may be charged certain
   fees, including Management Fees. However, not all Co-Investors will be charged the same fees, and
   some Co-Investors have in the past and may in the future be charged fees at more favorable rates.
   The Adviser and its affiliates have in the past and may in the future waive or modify a Co-Investor’s
   obligation to pay the fees at the time of admission of such investor to a co-investment vehicle.
   Specifically, the Adviser expects fees to be waived or reduced for Co-Investors that are the Adviser’s
   supervised persons and other “friends and family” of the Adviser. In addition, the Governing
   Documents of a Client and any applicable Side Letters will govern the fees or Carried Interest that such
   Co-Investors are subject to.

B. Method of Payment of Fees
   Management Fees are accrued each quarter and made payable to the Adviser or its affiliate.
   Management Fees are paid either in advance or in arrears and are deducted from the respective
   Client’s account. Management Fee installments for any period other than a full calendar quarter are
   adjusted on a pro rata basis according to the actual number of days elapsed. In the event that at the
   end of the fund life of a Client, if Management Fees paid or accrued are less than outstanding
   Management Fees net of Management Fee offsets, the Adviser will refund any such deemed pre-paid
   Management Fee to a Client. In addition, a General Partner may liquidate or direct the Adviser to
   liquidate investments in the applicable Client to pay the Management Fee.

   Carried Interest is deducted from the Clients’ assets and is paid from the applicable Clients’
   distributable cash at such times as the applicable General Partner determines and in accordance with
   the applicable Governing Documents.

C. Other Fees and Expenses
   The Adviser has engaged, and will continue to engage, from time to time in its sole discretion,
   consultants retained by the Adviser or its affiliates (“Operating Partner(s)”) to assist the Adviser with
   a variety of activities including market research, new investment identification, pre-investment
   business diligence and post-investment value creation in their areas of expertise. Operating Partners
   are not employees of the Adviser and may work on an exclusive or non-exclusive basis. Operating
   Partners have and will, from time to time, continue to receive a deal fee in the event that a transaction
   in which they are directly involved is consummated, and have and will, from time to time, continue to
   receive ongoing monitoring or consulting fees, in each case, directly or indirectly, from Client portfolio
   companies.

    Operating Partners will, from time to time, serve on the board of a portfolio company or will provide
    additional services directly to such portfolio company. In either case, an Operating Partner will receive
    direct compensation from the portfolio company under terms agreed to by the portfolio company and
    the Operating Partner. Any portion of the compensation payable directly or indirectly to Operating
    Partners (including without limitations, fees, options, bonuses, salary, benefits, payments, expense
    reimbursements, incentive compensation grants and other compensation) will typically not offset the
    Management Fee.

    Subject to the applicable Governing Documents, the Clients will typically be responsible for the
    following expenses:
         • organizational and offering expenses in an amount not to exceed the amount set forth in the
            applicable Governing Document, including but not limited to: legal fees; printing fees; travel
            costs; entertainment costs; and other expenses incidental to the formation and fund raising
            of the Clients, the General Partners, the Adviser and the Carry Partners (“Organizational and
            Offering Expenses”);
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ITEM 7: TYPES OF CLIENTS

The Adviser provides investment management and advisory services to the Clients directly, subject to the
direction and control of the affiliated General Partners of the Clients, and not individually to the Limited
Partners. Limited Partners in the Clients may include, but are not limited to, institutional investors, fund-
of-funds, endowments, family offices, and some high-net-worth individuals. The Clients are exempt from
registration under the Investment Company Act of 1940, under Section 3(c)(1) or 3(c)(7) thereof.

The minimum commitment for a Limited Partner is outlined in the Governing Documents of each Client;
however, the General Partners maintain discretion to accept less than the minimum investment threshold
for any Client. Limited Partners are required to meet certain suitability qualifications, such as being an
“Accredited Investor” within the meaning set forth in section 501(a) of Regulation D under the Securities
Act of 1933 (“Securities Act”). Also, details concerning applicable Limited Partner suitability criteria are set
forth in the applicable Governing Documents, which are furnished to each Limited Partner, or may
otherwise be provided by the Adviser at the time of investment.