Hamilton Robinson LLC

Item 5: Fees and Compensation
  General

  , Hamilton Robinson is entitled to receive an asset-based management fee from Fund V, and if applicable under
  the terms of the applicable Fund’s Limited Partnership Agreement, an affiliate of Hamilton Robinson is entitled to
  receive a performance based fee known as a “carry”.

  Management Fee

  The Partnership Agreement for Fund V provides for a management fee (a “Management Fee”) of 2% of
  capital commitments subject to a reduction to 2% of Net Invested Capital upon the conclusion of the Fund V’s
  investment period, or at such time as Hamilton Robinson closes its next fund, whichever is earlier. Fund IV
  does not pay a Management Fee. Hamilton Robinson has the ability to waive the receipt of a portion or all of
  its Management Fee due from Fund V, and have such amounts instead contributed to Fund V in lieu of capital
  contributions by Hamilton Robinson and its personnel.

  Performance Based

  Generally, the Funds (and therefore each investor in these Funds) pay an affiliate of Hamilton Robinson
  20% of profits, subject to a priority return, according to terms as described in their respective Limited
  Partnership Agreements and Private Placement Memorandums. Terms generally require that prior to
  earning any performance compensation from a particular Fund, investors must first receive distributions equal to
  their contributed capital, plus an 8% priority return. Thereafter, Hamilton Robinson’s affiliate is entitled to a
  “catch up” on profits distributions until it receives 20% of all profits distributed to that point, then splits further
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  Form ADV Part 2A Brochure                    Hamilton Robinson LLC
  profits 80/20 with investors. Any payment of a performance-based compensation is subject to a “clawback”,
  meaning that if Hamilton Robinson’s affiliate has received more performance-based compensation than it
  should have, Hamilton Robinson’s affiliate and its beneficial owners will generally be required to return such
  excess performance-based.

  Related Services

  In addition, Hamilton Robinson and its affiliates perform management, advisory, integration, financial
  advisory and other services (“Related Services”) for, and receive fees from, current portfolio companies of the
  Funds or other investment vehicles of the Funds and may receive fees from prospective portfolio companies
  of the Funds. These fees may be substantial. Fees for Related Services are determined, in part, by the
  investment professionals and may create a short-term incentive to complete transactions. Also, fees for Related
  Services are not always based on an exit or sale of a Fund investment. Accordingly, Hamilton Robinson and
  its affiliates may receive fees for Related Services when a Fund does not ultimately profit from the investment.

 Although fees for Related Services are in addition to the Management Fee, Hamilton Robinson will, in some
 circumstances, reduce the amount of Management Fees paid by the applicable Fund in connection with the
 receipt of such fees for Related Services. The amount and manner of such reduction, if any, is set forth in the
 organizational documents of the applicable Fund. To the extent any Fund does not pay Management Fees, any
 such reduction will not benefit such Funds. Additionally, a portfolio company may reimburse Hamilton
 Robinson for expenses (including, without limitation, travel expenses, which may include expenses for
 chartered or first class travel) incurred by Hamilton Robinson in connection with its performance of services
 for such portfolio company, and such reimbursements are not subject to the Management Fee offset
 arrangements described above.

 Please refer to the applicable private placement memorandum for more specific discussion of fees and
 compensation paid by investors in the Funds.

  For a more detailed discussion of the terms of the performance-based compensation, investors should consult their
  Fund’s governing documents.

  Co-Investments
  From time to time, investors in one of the Funds, or investors outside of the Funds, may elect to participate in one
  or more investments along with a Fund. Existing limited partners are generally the predominant investors in co-
  investment opportunities, but co-investments may be offered to third parties. These co-investments can allow
  Hamilton Robinson to increase the overall investment in such portfolio company. Fees for these co- investment
  vehicles are varied and are negotiated by Hamilton Robinson. Specifically certain co-investment entities do not
  pay fees, or pay reduced fees. Co-investment entities will pay certain direct expenses, but are not allocated
  portions of broken deal expenses or other allocated expenses.

  Fee Payment

  In accordance with each Fund’s governing documents, Management Fees are paid quarterly, in advance.
  Management Fees may be paid out of distribution proceeds of the Funds or by capital calls from the investors.

  Fund Expenses and Other Fees

  In accordance with each Fund’s governing documents each Fund shall pay the expenses incurred by or on behalf
  of such Fund, including: (i) legal, auditing, accounting, investment banking, consulting, investment banker’s or
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 Form ADV Part 2A Brochure                   Hamilton Robinson LLC
 finder’s, custody, transfer, registration or other similar fees and expenses; (ii) expenses associated with the
 preparation and delivery of the Fund’s financial statements, tax returns, annual Internal Revenue Service
 Schedule K-1s and other communications with the Partners; (iii) expenses associated with annual and special
 meetings of the Limited Partners; (iv) expenses associated with third-party financial and accounting service
...

Item 7: Types of Clients
 Hamilton Robinson’s only clients are Funds and the co-investment vehicles.

  Investors in Hamilton Robinson’s funds and co-investment vehicles are of varied backgrounds. They may include
  endowments, retirement plans, corporations, fund of funds, high net-worth individuals, investment partnerships
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  Form ADV Part 2A Brochure                  Hamilton Robinson LLC
  and banks. All investors in the Funds must be “accredited investors” as defined by Regulation D of the 1933 Act
  and meet other eligibility requirements as set forth in the investment documents.

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  Form ADV Part 2A Brochure                    Hamilton Robinson LLC