Kildare Partners US LLC

ITEM 5.      FEES AND COMPENSATION

COMPENSATION FOR ADVISORY SERVICES

Management Fee. For its investment advisory services, the Adviser or its affiliates receives an
annual management fee from each of the Partnerships (the “Management Fee”), payable on a
monthly basis. As more fully described in the Partnership Documents, the period in which a
General Partner may call capital from the limited partners is referred to as the “Commitment
Period”. For Fund 4, during the Commitment Period, Fund 4 will pay a Management Fee equal
to an annual rate generally ranging from 1.10% to 1.30% of limited partners’ total commitments.
As stated above, the Commitment Period for Fund 1, Fund 2 and Fund 3 have concluded, and Rail
Co-Invest, Light Co-Invest I, Light Co-Invest II, Light Co-Invest III, Navy Co-Invest I and Navy
Co-Invest II didn’t have Commitment Periods. Following the Commitment Period, each of the
Partnerships (other than Rail Co-Invest) will pay a Management Fee equal to an annual rate
generally ranging from 0.50% to 1.00% of limited partners’ Net Invested Equity (as defined
below), and Rail Co-Invest will pay a Management Fee, if any, equal to 0.0% to 0.50% of limited
partners’ total commitments. As used herein, “Net Invested Equity” shall mean the aggregate
outstanding capital contributions of the partners to a Partnership allocated to investments that
have not been liquidated (or the portion that has not been liquidated) or permanently written-off
to zero by the Partnership.
Carried Interest. In addition to the Management Fee received by the Adviser, a General Partner
is entitled to a percentage of the gains realized by the respective Partnership after partners have
received the return of all contributed capital plus a compounded annual preferred return. For a
further discussion on Carried Interest, see Item 6: Performance-Based Fees and Side-by-Side
Management.
Other Types of Fees and Expenses. In addition to the Management Fee, the Adviser may seek
reimbursement from a Partnership for expenditures designated as reimbursable under the terms
of the respective Partnership Documents. Such expenditures may include, but are not limited to,
organizational and syndication expenses incurred in the formation and closing of the Partnership,
its General Partner, and any feeder entity or the general partner of any feeder entity. The
Partnership Documents provide a cap on the organizational expenses chargeable to a Partnership.
Pursuant to the terms of the Advisory Agreement, the Adviser has agreed to bear the economic
burden of organizational expenses in excess of $2.5 million for Fund 4.
Curzon provides special servicing, loan servicing, underwriting, due diligence, and asset
management services to each of the Partnerships in exchange for fees, as set forth in the
Partnership Documents.
Each of the Partnerships will generally bear all costs and expenses related to its operations and
the operations of its feeder entities, if any, including but not limited to: (1) brokerage commissions
and settlement charges; (2) custody and clearing fees; (3) interest expenses and hedging costs; (4)
any withholding or transfer taxes; (5) all expenses incurred in connection with locating, evaluating
and implementing potential investments, including research related expenses; (6) expenses
incurred in the operation of the Partnership or any feeder entity, including administration,
accounting, audit and tax; (7) loan servicing fees; (8) insurance premiums; (9) corporate
secretarial and legal expenses; (10) costs of any litigation or investigation involving the
Partnership’s activities; (11) expenses related to consummated transactions, such as financing and
consulting fees, property management fees, legal fees, brokerage commissions, and transaction

                                                                                           6|Page

FORM ADV PART 2A: BROCHURE | KILDARE PARTNERS US, LLC

fees; (12) third-party expenses related to unconsummated transactions; and (13) costs associated
with reporting and providing information to existing and prospective investors.
The Adviser does not currently utilize the services of a third-party placement agent, though it may
do so in the future. Should a third-party placement agent be engaged, the respective General
Partner will assume responsibility for the payment of all fees and expenses related to such agent.
Clients will incur brokerage and other transaction costs. For further discussion of these and
related items, please see Item 12: Brokerage Practices.
DEDUCTION OF FEES

Management Fee. Management Fees are deducted out of the distributable funds of a Partnership
or paid pursuant to capital calls on the limited partners’ unfunded commitments.
Carried Interest. Performance-based compensation is allocated and paid to a General Partner or
its affiliates from the assets of the respective Partnership.
Timing. Management Fees are charged monthly.
FEES PAID IN ADVANCE AND REFUNDS

The Partnerships are closed-end funds; therefore, investors generally do not have the ability to
withdraw from a Partnership. To the extent that an investor is permitted to withdraw from a
Partnership, no portion of any pre-paid Management Fee would be refunded.
Fees charged to each of the Partnerships are non-negotiable.

ITEM 7.      TYPES OF CLIENTS

The Adviser provides investment advisory services exclusively to the Partnerships.
The underlying investors in a Partnership are typically institutional investors, including but not
limited to foundations and endowments, public and private pension plans, sovereign wealth
funds, state and municipal government agencies, high net worth individuals, and corporations.
Each investor in a Partnership must be an “accredited investor” within the meaning of Regulation
D promulgated by the SEC under the U.S. Securities Act of 1933, as amended, must be a “qualified
purchaser” within the meaning of Section 2(a)(51) of the U.S. Investment Company Act of 1940,
as amended, and is required to make certain representations and provide documentation to
assure compliance by the respective Partnership with applicable anti-money laundering laws. The
minimum initial commitment for an investor in Fund 1 is $50 million USD, in Fund 2 and Fund
3 is $25 million USD, and in Fund 4 is $10 million USD, although each of the General Partners
reserves the right to accept commitments of lesser amounts; Rail Co-Invest, Light Co-Invest I,
Light Co-Invest II, Light Co-Invest III, Navy Co-Invest I and Navy Co-Invest II don’t have
minimum commitment amounts.
The Adviser or its affiliates may, in the future, provide advisory services to additional clients,
either directly or through another entity, including, but not limited to, other pooled investment
vehicles, trusts, institutions, high net worth individuals, investment companies, pension plans,
sovereign wealth funds, family offices, foundations, and endowments.