Juggernaut Management LLC

Item 5 - Fees and Compensation

Compensation and Fee Schedules

All investors and prospective investors should review the Governing Documents of each
Juggernaut Fund in conjunction with this Brochure for complete information on the fees
and compensation payable in connection with a particular Juggernaut Fund. Different
Juggernaut Funds may be subject to different management fees and performance-based
compensation arrangements. In limited circumstances, the advisory fees payable to
Juggernaut by individual investors in the Juggernaut Funds may be negotiable and/or
waived. Investors and prospective investors in each Juggernaut Fund should note that
similar advisory services may (or may not) be available from other investment advisers for
similar or lower fees. All clients are “qualified purchasers” as defined in Section 2(a)(51)
of the Investment Company Act of 1940, as amended (the “Company Act”), and therefore
Juggernaut has not included specific fee information in this Brochure.

Deduction of Fees; Timing of Payments; Termination

Management fees are generally paid to Juggernaut by or on behalf of a Juggernaut Fund
by (i) requiring investors in such Juggernaut Fund to make capital contributions in respect

of such fees, or (ii) withholding the amount of such fees from investment proceeds that
would otherwise be distributable to the investors of such Juggernaut Fund.

Payment of advisory fees are generally made quarterly in advance and in accordance with
the terms of the Governing Documents. Please refer to the Governing Documents of each
of the Juggernaut Funds for complete information on the timing of advisory fee payments.

To the extent management fees are assessed in advance, certain Juggernaut Funds’
Governing Documents require such fees to be returned to the limited partners of such
Juggernaut Funds should Juggernaut’s management services to the Juggernaut Fund be
terminated prior to the end of the period in respect of which the fees have been paid
(including, for example, situations where the final distribution by a Juggernaut Fund occurs
prior to the end of a period for which management fees have already been paid). In general,
the amount of such fees to be returned is calculated based on the number of days remaining
in the applicable period.

Other Fees and Expenses

In addition to the fees payable to Juggernaut and its affiliated entities, the Juggernaut Funds
(and therefore, indirectly, the limited partners of such Juggernaut Funds) incur certain
charges imposed by third parties and other expenses as set forth in the Governing
Documents attributable to each Juggernaut Fund. Such expenses may include (but are not
limited to), organizational and capital raising expenses; management fees; all expenses
incurred in connection with the business, affairs and operations of the Juggernaut Fund,
including the sourcing (including attending industry conventions and similar functions),
research and due diligence (including databases and expert networks), purchase,
acquisition, holding, monitoring, transfer or sale, of any portfolio investment (whether or
not consummated), including related travel expenses, legal, tax, accounting, banking,
valuation, appraisal, custodial, depositary and consulting fees (including such fees paid to
portfolio companies of other investment funds sponsored by Juggernaut), the fees and
expenses of the administrator of the Juggernaut Fund and the costs and expenses of any
“search”, “roll-up” or acquisition company (whether or not the Partnership makes an
investment in such entity); all expenses incurred in connection with the development of
any portfolio investment, including in connection with travel and the employment of third
party consultants or engineers; all expenses incurred in connection with the securing of
financing, including but not limited to expenses related to the negotiation and
documentation of agreements with one or more lenders; all costs and fees relating to the
administrative and audit expenses of the Juggernaut Fund, the preparation, printing and
distribution of communications and reports to investors, software related to portfolio data
collection, monitoring, analysis and valuation, accounting and financial management
software and other third party software in connection with secure communication with
investors and preparation and distribution of financial and tax reports, Schedule K-1s,
portfolio valuations and tax returns of the Juggernaut Fund; all legal, regulatory,
administrative and compliance costs of the Juggernaut Fund and the Juggernaut Fund’s
general partner and/or manager, in each case with respect to the Juggernaut Fund or related
compliance with the Juggernaut Fund’s Governing Documents or any side letter or any

third-party service providers, and the costs of prosecuting or defending any legal action for
or against the Juggernaut Fund or the Juggernaut Fund’s general partner, manager or any
of their respective affiliates relating to the affairs of the Juggernaut Fund; all costs of
establishing and operating entities related to the carried interest received by the general
partner of the Juggernaut Fund; all indemnification obligations of the Juggernaut Fund;
principal and interest on, and fees and expenses arising out of, all permitted borrowings
made by the Juggernaut Fund; all costs of any litigation, director and officer liability or
other insurance and indemnification or other extraordinary expense or liability relating to
the affairs of the Juggernaut Fund; all extraordinary professional fees and expenses
incurred in connection with the business, management or restructuring of the Juggernaut
Fund, including cybersecurity, investment banking, commercial banking, legal, tax,
accounting, auditing, valuation, and appraisal fees and expenses; all expenses of winding-
up and dissolving the Juggernaut Fund; any taxes, fees or other governmental charges
...

Item 7 - Types of Clients

Types of Clients and Investment Vehicles

Juggernaut provides advice to investment vehicles. The limited partners of the Juggernaut
Funds may include corporations, funds of funds, financial institutions, endowments,
foundations, trusts, estates, sovereign wealth funds, and public and private pension, profit
sharing plans, among other investors.

Juggernaut and/or its affiliates establish certain alternative investment vehicles, parallel
funds, and/or special purpose vehicles (collectively, “AIVs”) for the purpose of addressing
tax, regulatory and/or structural issues, and/or facilitating certain investments by one or
more Juggernaut Funds and/or investors. Prospective investors are requested to refer to
the Governing Documents of the applicable Juggernaut Fund for complete details on any
feeder vehicle that may be established by such Juggernaut Fund and such Juggernaut
Fund’s ability to make investments through AIVs. Certain investors in Juggernaut Funds
may participate directly or indirectly through AIVs structured as “blocker corporations”
(and bear the burden of taxes and certain other expenses and, to the extent feasible,
reductions in proceeds incurred in connection with the formation and operation of such
“blocker corporation”) while other investors (including the general partner entities of such
Juggernaut Funds) participate through a tax transparent AIV without an intervening
“blocker corporation.” This may create conflicts for Juggernaut and its affiliates,
particularly in structuring an exit from such investments given the varying tax implications
to Juggernaut and its affiliates and the investors in the applicable Juggernaut Funds
resulting from different exit structures. Returns from such investments to Juggernaut and
its affiliates, including in respect of their carried interest, typically would not be reduced
by any taxes, other expenses or reductions in proceeds borne by any investor in a
Juggernaut Fund participating in such investments directly or indirectly through a “blocker
corporation.” In addition, the tax consequences to the general partner entities of the
Juggernaut Funds, and their beneficial owners, with respect to tax items realized by the
applicable Juggernaut Funds (including the tax rates applicable to income and gains and
the extent to which tax items are deductible or otherwise result in a tax benefit) may be
different than the tax consequences to the investors in such Juggernaut Funds, and their
beneficial owners, from such tax items. Juggernaut may also consider the tax objectives
of the general partner entities of the Juggernaut Funds and their respective beneficial
owners and elect to utilize AIVs to achieve such tax objectives (including in connection
with the structure of investments made by the Juggernaut Funds, the manner (and timing)
in which investments are disposed of, and the form, nature and timing of distributions made
by the Juggernaut Funds to their partners).

Minimum Investment Requirements

The Juggernaut Funds are generally offered to “accredited investors” within the meaning
of the Securities Act and/or “qualified purchasers” within the meaning of the Company Act
and are therefore not required to register as investment companies under the Company Act
in reliance upon the exemptions available under Sections 3(c)(1) and 3(c)(7) thereof.

In general, the minimum investment commitment required of a limited partner to
participate in a Juggernaut Fund is $5,000,000; however, the general partner of each
Juggernaut Fund has discretion to increase or reduce the minimum investment
commitment.