Drive Capital LLC

ITEM 5: FEES AND COMPENSATION

A. Advisory Fees
Drive and its affiliated General Partners provide investment advisory services to the Funds. The
Funds compensate Drive and its affiliates through management fees and a performance-based
allocation of profits (referred to as "carried interest" or "carry"). The specific terms applicable to
any Fund are set forth in that Fund's governing documents, which control in the event of any
inconsistency with this Brochure. As described more fully below, Drive is permitted to receive
additional compensation in connection with management and other services performed for
portfolio companies of the Funds and any such additional compensation will generally offset, in
whole or in part, subsequent management fees otherwise payable to Drive to the extent
provided by the applicable Fund governing documents.
Management Fees
Drive (or an affiliated management company) generally receives an annual management fee
from each Fund ranging from 0.00% to 2.00% of capital commitments, invested capital, or net
asset value, as specified in the applicable governing documents. Management fees are typically
charged quarterly in advance and are customarily reduced, or "stepped down," over the life of a
Fund (for example, following the end of a Fund's investment period, upon the formation of a
successor fund, or during any wind-down or liquidation period). Management fees are generally
not prorated for partial periods other than at the initial and final period of a Fund. In general,
management fees are charged on committed capital for the life of the Fund. As more fully
described below, certain earlier fund vintages (“Legacy Funds”) have differing management fee
structures. The specific management fee calculation methodology varies across the Funds and
is more fully described in each Fund’s governing documents.
Carried Interest
The General Partner of each Fund is generally entitled to a performance-based allocation of
profits ("carried interest") ranging from 10% to 30% of net profits, calculated and distributed in
accordance with the distribution waterfall set forth in the applicable governing documents.
Certain Funds may apply different carried interest rates to different series, sleeves, or
categories of investments, and carry rates may step up based on performance as described in
the governing documents. Certain Funds do not charge carried interest. Carried interest is
generally subject to clawback and other customary provisions detailed in the applicable
governing documents. Drive reserves the right to waive or reduce carried interest for certain
vehicles and/or Investors, as permitted by the Fund governing documents.
Proprietary Vehicles (Drive Capital Ignition Funds)
Drive sponsors a separate series of Funds branded "Drive Capital Ignition" (the "Ignition
Funds"). The Ignition Funds are proprietary vehicles offered principally to Drive's partners,
principals, employees, and certain "friends and family" and other persons affiliated with the Firm
to invest alongside Drive's flagship Funds. Consistent with their proprietary character, the
Ignition Funds do not pay a management fee to Drive or its affiliates, and items of income, gain,
loss, and expense are allocated to the partners of each Ignition Fund in proportion to their
respective capital commitments, without any carried interest or other performance-based
allocation to the General Partner. The General Partner of each Ignition Fund receives no
compensation for its advisory services other than its pro-rata share of investment returns on its
own committed capital.

                                                                            Form ADV Part 2A

Legacy Funds
The Legacy Funds’ management fee structures differ in certain respects from the structure
described above. In general, the Legacy Funds’ management fees are charged on committed
capital until commencement of the management fee stepdown after which fees are charged
based on the aggregate original cost of portfolio investments less the aggregate original costs of
realized securities and recycled capital, plus reserved but uncalled committed capital. These
Legacy Funds remain under Drive's management but are no longer in their investment periods
and Drive does not intend to use these legacy structures for new Fund vintages. The
management fee, carried interest, and other economic terms of each Legacy Fund are
governed exclusively by that Fund's governing documents.
Waivers, Reductions, and Side Letters
Management fees, carried interest, and other compensation terms are generally subject to
modification, waiver, or reduction for certain investors by agreement between Drive (or the
applicable General Partner) and such investors, including through side letters. In addition,
Drive's partners, principals, employees, affiliates, and certain business associates, "friends and
family," and other persons related to or affiliated with the Firm typically invest in the Funds on
terms that include reduced or waived management fees and/or reduced or waived carried
interest. Feeder funds, alternative investment vehicles, parallel funds, and co-investment
vehicles established in connection with a Fund may also have different, reduced, or waived fee
and carry terms.
Management Fee Offsets
Drive, the General Partners and other persons associated with Drive are generally permitted to
receive certain transaction, monitoring, directors', advisory, consulting, investment banking,
broker, finder, break-up, or similar fees from Fund portfolio companies or prospective portfolio
companies. To the extent Drive, a General Partner, or their respective affiliates receive such
fees, such fees generally offset (in whole or in part) the management fee otherwise payable by
the Fund, net of related unreimbursed expenses and as further described in the applicable Fund
governing documents. However, management fee offsets will not apply to direct reimbursement
...

ITEM 7: TYPES OF CLIENTS
Drive provides investment advisory services exclusively to its Fund clients.
The minimum capital commitment to invest in a flagship Fund is generally $500,000, and the
minimum capital commitment to invest in an Ignition Fund is generally $20,000. Drive (or the
applicable General Partner) may, in its sole discretion, waive or reduce these minimums for any
particular investor, and historically has waived or reduced minimums for certain investors,
including employees and their family members. The minimum capital commitment applicable to
any particular Fund is set forth in that Fund's offering documents and governing documents.
Although Drive is registered with the SEC as an investment adviser under the Investment
Advisers Act of 1940 (“Advisers Act”), each Fund is itself structured to rely on an exclusion from
registration under the Investment Company Act of 1940 (the "Company Act") set forth in Section
3(c)(1) or Section 3(c)(7) of the Company Act, and interests in the Funds are offered and sold in
reliance on exemptions from registration under the Securities Act. Accordingly, investment in a
Fund is generally limited to investors who qualify as "accredited investors" under Regulation D
under the Securities Act and, with respect to any Fund relying on Section 3(c)(7) of the
Company Act, as "qualified purchasers" under the Company Act. In addition, to the extent any
Fund or its General Partner charges a performance-based fee or allocation, investors in that
Fund are generally required to qualify as "qualified clients" under Rule 205-3 under the Advisers
Act. The eligibility requirements applicable to any particular Fund are set forth in that Fund's
offering documents and governing documents.

                                                                               Form ADV Part 2A