Jadian Capital LP

Item 5 – Fees and Compensation

Management Fees - General
Management fees, carried interest allocations and other compensation payable to Jadian (including
Jadian GPs) by the Discretionary Vehicles, Co-investment Vehicles, JIOS Funds and POVs, together with
other terms governing the management of the Discretionary Vehicles, Co-investment Vehicles, JIOS
Funds, and POVs are established by Jadian at the time of the relevant Jadian Discretionary Vehicles or
JIOS Fund (and negotiated with participating investors prior to their investment) or at the beginning of
the management relationship with the Co-investment Vehicles and POVs, as applicable. Specific details
of such compensation and its method of calculation are set out in the offering materials, disclosure
documents, management agreements and/or governing documents of the Discretionary Vehicles, Co-
investment Vehicles, JIOS Funds, and POVs.

Management Fees – Investment Period
A management fee is payable quarterly in advance by the Fund II Complex to Jadian, from the date of the
initial closing of each applicable fund until the end of the Fund II Complex’s investment period, in respect
of each Limited Partner based on such Limited Partner’s commitment. The management fee payable
during the Investment Period for the Fund II Complex is two percent (2%) per annum of each Limited
Partner’s commitment.

Management fees based on commitments are not applicable for the Fund I Complex, the POVs, the UP
LLCs, the Co-Investment Vehicles, and the JIOS Funds. The management fee payable during the
Investment Period for the JIOS Funds is one and a half percent (1.5%) per annum of each Limited Partner’s
capital that is contributed in respect of Portfolio Investments that have not been the subject of a
disposition or completely written off.

Management Fees – Post-Investment Period
Following the investment period for each applicable fund, a management fee is payable quarterly in
advance by the Discretionary Vehicles to Jadian in respect of each Limited Partner, based on such Limited
Partner’s capital contributed in respect of Portfolio Investments that have not been the subject of a
disposition or completely written off. However, the Management Fee will be adjusted to reflect any
partial disposition of a Portfolio Investment. The Management Fee payable by the Discretionary Vehicles
is two percent (2%) per annum of each Limited Partner’s capital that is contributed in respect of Portfolio
Investments that have not been the subject of a disposition or completely written off. The Management
Fee payable by the POV is one percent (1%) per annum of each Limited Partner’s capital that is
contributed in respect of Portfolio Investments that have not been the subject of a disposition or
completely written off. The management fee payable for the JIOS Funds is one and a half percent (1.5%)
per annum of each Limited Partner’s capital that is contributed in respect of Portfolio Investments that
have not been the subject of a disposition or completely written off.

The general partners of the Discretionary Vehicles, the Co-Investment Vehicles, Jadian UP Holdings LLC,
and the JIOS Funds, each a related person of Jadian (the “General Partner”), will receive a performance
fee (if any) as discussed in “Item 6-Performance-Based Fees and Side-by-Side Management” below.

With respect to the Co-Investment Vehicles, Jadian UP Holdings LLC, and the JIOS Funds, a Management
Fee is payable quarterly in advance by the Co-Investment Vehicles, Jadian UP Holdings LLC, and the JIOS
Funds, as the case may be, to an affiliate of Jadian based on contributed capital in respect of capital
contributions for investments. The Management Fee payable by the LS Co-Investor vehicles is 0.50% per
annum, the Management Fee payable for all other Co-Investment Vehicles and Jadian UP Holdings LLC is
currently 1.0% per annum, and the Management Fee payable by the JIOS Funds is 1.5% per annum.

Management fees are not applicable for Jadian UP Investors LLC.

Other Fees

Jadian Industrial Storage, LLC (“JIOS”) receives the JIOS Fees from the JIOS Funds and Fund II, as described
below under the heading “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and
Personal Trading – Conflicts of Interest - Service Providers and Suppliers”.

JIOS Investment Manager receives an acquisition fee equal to 1% of the purchase price of applicable IOS
Assets from the JIOS Funds and the Fund II Complex (proportionate with their respective ownership of the
applicable IOS Asset).

Notwithstanding the foregoing, with respect to the Discretionary Vehicles, the UP LLCs and the Co-
Investment Vehicles, Jadian and its affiliates do not expect to receive transaction, consulting, advisory,
directors’ and other similar fees associated with Portfolio Investments or proposed Portfolio Investments
or commitments made by the Discretionary Vehicles, the UP LLCs and the Co-Investment Vehicles, or fees
in connection with transactions that are not completed (i.e., break-up fees). To the extent that any such
fees are received with respect to the Discretionary Vehicles, such fees will first be used to pay unreimbursed
related expenses, and, thereafter, 100% of each Limited Partner’s pro rata share of any such remaining fees
received by Jadian or any of its affiliates will be applied to reduce, on a dollar for dollar basis, future
payments of the commitment fee and/or the management fee in respect of such Limited Partner (but not
below zero). In addition, third party out-of-pocket expenses incurred by Jadian or its affiliates in connection
with proposed or actual Portfolio Investments in, or the provision of services to, Portfolio Investments may
be reimbursed by such Portfolio Investments rather than being borne by Jadian or the Discretionary
Vehicles, as applicable.

Jadian reserves the right to apply different fee and expense arrangements to investors on an individual
basis.

Expenses
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Item 7 – Types of Clients

Jadian primarily provides investment advice to private funds, as described above. Private funds advised by
Jadian can include partnerships or other pooled investment vehicles formed under domestic or non-U.S.
laws and operated as exempt investment pools under the Company Act. Investors participating in private
funds advised by Jadian can include individuals, certain banks or thrift institutions, sovereign wealth funds,
pension and profit-sharing plans, trusts, estates, charitable organizations or other corporate or business
entities (which can include entities that are owned, directly or indirectly, by Principals or other employees
of Jadian).
Investors in the Discretionary Vehicles and JIOS Funds are generally required to make a minimum initial
investment of $5 million as described in the Discretionary Vehicles’ and JIOS Funds’ Memorandums. Such
minimum investments, however, may be waived or modified by the General Partner of the Discretionary
Vehicles and JIOS Funds, in its sole discretion. In order to invest in the Discretionary Vehicles and/or the
JIOS Funds, an investor must be an accredited investor and, if subject to a performance fee, must be a
“qualified client” as defined by Section 205 of the Investment Advisers Act of 1940, as amended (the
“Advisers Act”), and Rule 205-3 thereunder. To the extent the Discretionary Vehicles and/or the JIOS
Funds rely on Section 3(c)(7) of the Company Act, an investor would also be required to be a “qualified
purchaser” as defined in Section 2(a)(51) of the Company Act.