Five Arrows Managers USA LLC

Item 5 – Fees and Compensation

Advisory Contracts and Fees

5.A.      Adviser Compensation
    The Funds pay an annual management fee to the Adviser quarterly in advance that may
    vary based on a particular Fund's governing documents. Generally, the management
    fee is up to 2.00% of the capital commitments to the Fund during the Investment
    Period and thereafter, 2.00% of Capital Under Management 1

 Capital Under Management means the aggregate amount of Capital Contributions by each Limited Partner
(other than Affiliates of the General Partner) in respect of Investments. More information about the fees
and valuation are found in the Fund’s governing documents.

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The management fee for any applicable period shall be prorated for the number of days
in such period, and in the case of the last period, the Adviser shall generally refund the
amount of the management fee paid to that portion of such period which is after the
date of the final distribution of the applicable Fund's assets.

The management fee payable by a Fund is subject to reduction (Reduction Amount) by
the amount borne by the Fund in respect of excess organizational expenses, placement
fees and expenses, if any, as described under Fund Expenses below. The management
fee, if any, payable by a Fund will also be reduced by Other Non-Advisory Fees (as
defined below) received by Five Arrows USA and/or its affiliates as set forth below.
Carried interest is a share of the net profits derived from investments that is allocated
to a Fund’s general partner as an incentive to maximize performance. The Funds are
typically subject to a carried interest of 20% of net profits from investments, subject
to an annualized effective internal rate of return of 8% (see Item 6).

Five Arrows USA, in its sole discretion, permits investors who are employees or
otherwise related to Five Arrows USA personnel to invest in a Fund without being
subject to the standard 2.00% management fee or the carried interest. In addition,
certain Investors are entitled to invest on a reduced carried interest basis pursuant to
certain Side Letters.

Five Arrows USA, in its sole discretion, may also establish co-investment vehicles
which, to the extent available, are offered to certain investors and which may invest
alongside the Funds. Co-investment vehicles typically do not pay management fees or
carried interest, however in certain circumstances may be subject to a management,
administrative or other similar fees and carried interest.

5.B. Direct Billing of Advisory Fees
The annual management fee will be deducted quarterly from the Funds’ assets.

5.C.    Other Non-Advisory Fees
 The aggregate management fee paid in the applicable period shall be reduced by (i)
any fees or amounts paid to Five Arrows USA or any of its affiliates by any party in
connection with the acquisition, termination, cancellation or abandonment of any Fund
investment or potential fund investment that is ultimately not consummated, including
any transaction, closing, advisory, financing, “break-up” or “topping fees” (excluding
any amounts specifically as reimbursement of expenses), (ii) directors' fees and (iii)
certain other fees received by the Adviser and/or its affiliates (Reduction Amount). If

                                       Confidential

the Reduction Amount exceeds the management fee payable, such excess shall be
carried forward against future installments of the management fee.

Senior advisors, operating partners, consultants and service providers of the Funds
and Five Arrows USA may receive fees from investments or the Funds. These fees will
not be credited against the management fee. These “financial advisory fees” are (i) fees
in connection with Five Arrows USA’s affiliates of investment banking, underwriting,
financial, strategic, M&A advisory, restructuring advisory, brokerage, other advisory,
due diligence, deal identification, assistance with negotiation or other advice or
services with respect to investments or otherwise; (ii) fees earned by affiliates in
connection with capital raising or acting as a placement agent or broker for portfolio
companies; and (iii) any other fees that are not expressly specified as Directors’ Fees,
Other Fees, or Break-Up Fees or as otherwise provided in each Fund's Limited
Partnership Agreement, in each case to the extent received by Rothschild & Co or an
affiliate thereof, as set forth in each Fund's Limited Partnership Agreement (and not
by the General Partner of the Fund).

Fund Expenses

The Fund shall bear and be charged with costs and expenses in connection with the
Fund’s operation that the General Partner believes to be in furtherance of the business
of the Fund including:

  i.   fees, costs and expenses of any administrators, custodians, depositaries,
       attorneys, accountants, tax advisers, consultants, brokers, deal finders, agents,
       valuation experts, data providers and other advisers and professionals
       (including audit and certification fees and the costs of preparing, printing, and
       distributing reports to Investors and costs of related information management
       systems (whether maintained at Five Arrows USA or otherwise)),

 ii.   all out-of-pocket fees, costs and expenses, if any, incurred in developing,
       sourcing, bidding on, evaluating, negotiating, structuring, obtaining regulatory
       approvals for, purchasing, trading, settling, maintaining custody of, holding,
       monitoring and disposing of actual Investments and costs of related information
       management and trading systems, including without limitation any financing,
       legal, accounting, advisory consulting, travel and accommodation costs and
       expenses in connection therewith (to the extent not subject to any
       reimbursement of such costs and expenses by entities in which the Fund invests
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