JGB Capital Management LP

Item 5.     Fees and Compensation

Our fees and compensation are described in the clients’ Governing Documents.

The Funds

We deduct management fees from certain JGB Funds quarterly in advance and from other JGB Funds
monthly in arrears. In the case of JGB Partners and Offshore Class Q, the management fee may be paid

JGB Capital Management L.P.                                                                 Form ADV Part 2A

by drawdowns of capital commitments. In the case of Offshore Class Q, a pro rata management fee will
also be charged for any contribution of capital occurring at times other than the first day of a calendar
month and for any distributions occurring at times other than the last day of a calendar month. The Sub-
Advised Fund pays us a management fee quarterly in arrears, which is either against amounts owed to
the underlying manager of such Fund or invoiced to, and paid to us by, the underlying manager of such
Fund. If applicable, any management fees paid in advance by the JGB Funds are refundable on a pro-rated
basis if the relevant advisory contract is cancelled prior to the end of a payment period. From time to
time, we reduce or modify our management fee for certain investors in the JGB Funds, including our
employees. In this regard, we have agreed to charge monitoring fees to certain investors in relation to
certain investments in lieu of management fees and performance-based compensation (see below).

We also receive performance-based fees or allocations from each Fund, as further described in Item 6 –
Performance-Based Fees and Side-By-Side Management.

The JGB Funds bear all of their own operating costs and expenses, including (as applicable): formation and
organizational expenses, including the preparation and updating of the JGB Funds’ Governing Documents
and subscription agreements and offering materials; expenses associated with the initial and continued
offering of interests/shares in the JGB Funds, such as blue sky and world sky filing fees and related legal
expenses and fees for marketing consultants; fees and expenses relating to investments (regardless of
consummation), including brokerage commissions (see Item 12 – Brokerage Practices), placement agent
fees, arranger fees, attorneys’ fees, clearing and settlement charges, margin interest and other interest
charges, underwriting commissions; fees and expenses relating to evaluating investments (including
diligence expenses), private placement fees and other transaction costs; pricing and third party valuation
consultant fees, including appraisal fees; research fees and expenses, including information service
subscriptions (such as Bloomberg), as well as expenses incurred to operate and maintain market
information systems and information technology systems used to obtain such research and other
information (such as phone and internet charges) and the fees and expenses of consultants and experts;
wire transfer fees and other bank charges; legal, accounting, administration, auditing and tax consulting
fees, including return preparation fees; fees associated with the administration and operation of the JGB
Funds, including the preparation and maintenance of the books and records (including hiring one or more
third-party administrators to maintain the JGB Funds’ official books and records) and any special purpose
vehicles, and the expenses of communicating with JGB Fund investors; custodial, trustee, transfer agent,
recordkeeping and other administrative fees; taxes, fees or other governmental charges levied against the
JGB Funds; fees and expenses incurred in enforcing the JGB Funds’ rights and remedies in connection with
their investments and other property; fees and expenses incurred attending conferences in connection
with the evaluation of potential portfolio investments or business sector opportunities, irrespective of
whether any such investments are ultimately consummated; expenses of investments that are not
consummated, which may include reverse breakup fees, refunds of pre-funded due diligence fees, certain
advisory, transaction, closing, consulting and other similar fees; fees and expenses incurred maintaining
the JGB Funds and any of their subsidiary entities, including fees, costs and expenses incurred in the
organization, operation and restructuring of such subsidiary entities; JGB Fund director fees (if applicable);
travel-related expenses related to or arising from the discovery, evaluation, investigation, development,
acquisition, consummation, ownership, maintenance, monitoring, hedging or disposition of investments,
including potential investments; insurance premiums protecting us, the JGB Funds, the JGB Funds’ general
partners (as applicable), any affiliates of the foregoing, and any directors, officers, members, employees,
and agents of the foregoing from liability to third parties in connection with the JGB Funds’ affairs;
preparation and filing of Form PF and related out-of-pocket expenses; expenses related to or in
connection with any governmental inquiry, investigation or proceeding involving the JGB Funds (including

JGB Capital Management L.P.                                                                 Form ADV Part 2A

the amount of any judgments, settlements or fines paid in connection therewith), which includes legal
fees, costs and expenses; expenses incurred in connection with the dissolution, winding up and
termination of the JGB Funds and any special purpose vehicles; expenses incurred in negotiating, entering
into and compliance with side letters; and fees, costs or expenses related to co-investments (irrespective
of whether such co-investments are ultimately consummated), such as broken deal expenses and reverse
break-up or termination fees, that are not borne by actual or prospective co-investors.

Additionally, the JGB Capital Funds bear their pro rata shares of our operating costs and expenses and
...

Item 7.     Types of Clients

Our clients and investors in the JGB Funds are generally high net worth individuals and institutional
investors that qualify as “accredited investors” (as defined in Rule 501 under the Securities Act of 1933,
as amended (the “Securities Act”)) and “qualified purchasers” (as defined in the Investment Company Act
of 1940, as amended). The minimum initial investment in the JGB Funds is generally $1,000,000. We may
waive such minimum under certain circumstances. If we determine to require a minimum investment for
any other client account, we will make that determination on a case by case basis.