Interalpen Partners LLC

Item 5 – Fees and Compensation
Lower fees for comparable services may be available from other sources.

Private Fund Management Fees and Other Expenses

The Private Funds will typically pay an annual management fee based on the Private Fund’s total
assets or capital commitments. The fee is generally 2% per year on capital commitments during
the investment period of the Private Fund, and thereafter, 2% per year on the lower of cost or
market value of the investments then held by the Private Fund. The annual fee is divided and
paid quarterly, in advance. Each Private Fund will set forth its specific fee structure in its
applicable PPM or similar documents/disclosures.

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In addition to the annual management fee, we also receive a performance-based fee as described
below in Item 6 – Performance Based Fees and Side-by-Side Management.
The Private Funds will incur other expenses (in addition to the management fee described above
and the performance-based fee described in Item 6 – Performance-Based and Side-by-Side
Management below) from its operations and investment activities, including, without limitation, the
costs of identifying and evaluating proposed investments; expenses relating to investment
transactions (including expenses with respect to the acquisition, management and disposition of
the investments and other temporary investments, whether or not consummated); legal,
accounting, consulting, and other service provider fees; taxes, fees or other government charges
levied against the Private Fund; expenses associated with the Private Fund’s financial
statements, tax returns and Schedules K-1; expenses of advisory committees and annual
meetings of the investors; insurance; and extraordinary expenses (such as litigation, if any). The
Private Fund will also bear the organizational and certain of the offering costs of the Private Fund.
In addition to the fees paid by the Private Funds to InterAlpen, if the Private Funds invest with
third party specialist investment managers (in unique circumstances), such third parties generally
also charge expenses, an asset-based management fee and performance-based allocation,
thereby potentially resulting in two layers of expenses, fees and allocations.
InterAlpen does not anticipate incurring material brokerage-related trading expenses on behalf
of the Private Funds.

InterAlpen generally does not negotiate its allocations and fees. Under special circumstances,
however, InterAlpen may enter into agreements with certain Private Fund investors that provide
different terms to those investors. InterAlpen can waive or reduce its management fee and
performance-based compensation for certain of its related persons, service providers, or strategic
investors invested in the Private Funds. We can also reduce or eliminate the asset-based
management fee and performance-based compensation for certain types of investments of the
Private Funds or for certain series of the Private Funds.
Termination of Services

Our Private Fund management services will be terminated automatically in the event that a Private
Fund is dissolved or terminated. In addition, services may be terminated in their entirety by the
general partner (or equivalent) of a Private Fund at any time within the specified advance notice
period outlined in our management agreement. In the event services are terminated, we will
provide a pro-rated refund of fees charged, based on the number of days services are provided
during the final calendar quarter.
Investment Consulting Service Fees and Other Expenses
InterAlpen, or specific employees of InterAlpen, occasionally provides consulting services under
a fixed fee arrangement. A mutually agreed upon fixed fee is charged for consulting services
under this arrangement. There is a range in the amount of the fixed fee charged by InterAlpen for
consulting services.
Our minimum fixed fee for consulting services is $0. We are willing to provide our consulting
services at no cost to Private Fund investors with commitments above an agreed upon threshold

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into our Private Funds. The maximum fixed fee for consulting services will generally be $10,000
per day. The amount of the fixed fee for engagements is specified in various consulting
agreements with InterAlpen. Fees may be determined using a fixed-daily rate, a monthly rate or
billed on a project-basis.
The fixed fee will be considered earned by InterAlpen and immediately due from client upon
receipt of a billing invoice from InterAlpen.
Some consulting clients have a negotiated performance-based fee as described in the following

Item 7 – Types of Clients
We will provide our services to privately offered, pooled investment vehicles and special purpose
investment vehicles (i.e. Private Funds). We generally will require a minimum commitment from
each investor in the Private Funds as set forth in the applicable Private Placement Memorandum
or other offering documentation. Investors in the Private Funds must be sophisticated in financial
matters and be “accredited investors” and “qualified clients” as defined under applicable securities
laws.
Investors in the Private Funds will include:
                   family offices and high net worth individuals;
                   governmental plans, state pension and permanent funds, sovereign wealth funds;

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                   private retirement plans, corporate pensions, multi-employer pensions;
                   financial institutions and other institutional clients; and
                   foundations, endowments and other charitable organizations.
We typically provide Investment Consulting services to Family Office and Family Foundation
clients, and these services are generally only offered to investors in the Private Funds that choose
to use us for such services. Such clients are considered “high-net worth” therefore will have at
least $1,100,000 invest in our private funds or a net worth in excess of $2,200,000.