Island Green Capital Management LLC

Item 5 – Fees and Compensation

A.      Fee Schedule
The fees and compensation payable to Island Green vary among the Clients. In general,
these fees are not negotiable. However, the Firm may waive or reduce fees for certain
Investors at its discretion. The range of compensation is as follows:
        1.      Management Fee
Island Green receives an annual management fee which depending on the Client, may be
payable either annually or quarterly in advance (the “Management Fee”). The Management
Fee is generally calculated as a percentage of each Investor’s committed capital; however,
certain Clients may have a step-down provision following the Investment Period (as defined
in the applicable Governing Documents), and the Management Fee is calculated as a
percentage of each Investor’s unreturned capital contributions that are invested or held for
investment in portfolio companies, subject to adjustments for any portfolio companies that
have been written off or written down. The Management Fee is generally 2% annually, except
for the SPVs which are generally charged 2% annually or as a one-time fee. Management Fees
can be waived or reduced at the sole discretion of the General Partner. Management Fees
are also subject to certain offsets. Investors should review the applicable Governing
Documents for details.
        2.      Performance-based Fees
In addition to the Management Fee, the General Partner of each Client is entitled to receive
performance-based profit distributions (“Carried Interest”). The Carried Interest distributed
to a General Partner is subject to a potential claw back at the end of the life of the Client if the
General Partner has received excess cumulative distributions. Depending on the Client,
Carried Interest ranges between 10-20%. Investors should consult the Governing Documents
for details regarding distributions of profits and Carried Interests.
Any new Client launched by Island Green may have materially different terms than those
summarized above. The Carried Interest paid by a Client is generally not negotiable. Island
Green may, in its sole discretion, waive or reduce Carried Interest prior to an investment in
the Client.
Carried Interest will only be charged to accounts of those Investors who are “qualified clients”
as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended (“Advisers Act”).
B.      Payment of Fees
Management Fees and third-party fees (discussed below) are deducted from the Clients’
assets. Management Fees, which are paid in advance, are withdrawn at the beginning of each
calendar year or quarter, except for SPVs with one-time fees which are paid after the initial
capital contribution. Carried interest is determined as of the last business day of each quarter
and as of any date on which an Investor receives a distribution.

                                                                                 Part 2A of ADV:
                                                   Island Green Capital Management LLC Brochure

C.      Third-Party Fees
Investors should review the applicable Client’s Governing Documents for details
regarding third-party fees and expenses that the Clients pay (or for which the General
Partner is reimbursed). Certain expenses are subject to a Management Fee offset as
described in the Governing Documents. The following is a condensed summary, for
purposes of this Brochure, of the typical third-party fees and expenses borne by the
Clients, in each case as set forth in, and subject to any limitations contained in, the
applicable Governing Documents:
Clients pay all of their organizational expenses attributable to: the organization of the Client;
the offering and sale of interests in the Client; registration expenses and other expenses
related to compliance with any local laws, rules, regulations, decrees and other order and
judgments of general applicability of any non-U.S. jurisdiction, in each case in connection with
the offering and sale of interests in the Client; and the negotiation, execution and delivery of
the Governing Documents; in each case, including any legal, accounting, consulting,
marketing, filing, mailing, travel and related expenses (e.g., accommodations and meals) and
other start-up costs and expenses.
In addition, Clients bear all fees, costs and expenses incurred in connection with (a)
identifying, investigating, evaluating, acquiring, consummating, holding, maintaining,
monitoring and disposing of securities; (b) any bank account, credit facility, guarantee, line
of credit, loan commitment, letter of credit or similar credit support or other indebtedness
involving a Client or any portfolio investment; (c) the managed distribution of marketable
securities; (d) actual or threatened litigation, legal or administrative proceedings,
investigations or inquiries, including any judgments and settlements in connection with or
relating to the foregoing, in each case involving: the Client; any indemnified person under the
Governing Documents; or any current, former or prospective portfolio company that are
allocated to the Client and related to Client activities; (e) indemnification incurred pursuant
to the Governing Documents; (f) complying with any applicable law, rule or regulation,
regulatory filing or other expenses of the Client, including anti-money laundering compliance
and any compliance, filings or other obligations related to or arising out of the Alternative
Investment Fund Managers Directive 2011/61/EU or any similar non-U.S. marketing,
licensing or regulatory regime, in each case, involving or otherwise related to the Client; (g)
complying with tax withholding and other information reporting regimes, including FATCA
and similar laws or regulations; (h) legal, consulting, custodial, administration, auditing,
accounting, appraisal, valuation and other professional services related to the Client; (i)
developing, licensing, implementing, maintaining or upgrading any web portal, extranet
...

Item 7 – Types of Clients

Island Green provides investment advice and management to the Clients and anticipates
providing the same or similar services to other privately placed investment funds and/or
special purpose vehicles in the future.
Island Green intends to restrict the number of Investors in the Clients and will offer Interests
only through non-public transactions in order to maintain their exclusion from “investment
company” status under the Investment Company Act of 1940, as amended (the “Investment
Company Act”). Accordingly, prospective Investors in the Clients must meet eligibility
criteria. Each Investor generally must be a “qualified purchaser” (as defined in Section
2(a)(51) of the U.S. Investment Company Act of 1940, as amended) and an Investor who is
eligible to enter into a performance fee arrangement under federal law and must meet other
criteria as specified in the Governing Documents. The minimum initial commitment amount
varies by Client and generally ranges between $100,000 and $3,000,000 subject to waiver at
the discretion of the General Partner.
The Clients are closed-end investment vehicles and invest on a long-term basis. Investors are
not permitted to withdraw their capital and are subject to certain other requirements and
limitations. Prospective Investors are encouraged to thoroughly review a Client’s Governing
Documents, which set forth all of the terms in detail. The Funds generally pursue the same
strategy, offering terms may differ. SPVs are typically formed to invest in a portfolio company
alongside a Fund or on a standalone basis; similarly, offering terms may differ.