KSL Advisors LLC

Item 5 – Fees and Compensation

        A. Describe how you are compensated for your advisory services. Provide your fee schedule.
           Disclose whether the fees are negotiable.

For services provided to each Fund, the relevant Fund pays us a management fee (a percentage of assets under
management, calculated either as a percentage of commitments or capital contributed for portfolio investments as more
fully described below) and a performance-based fee (a percentage of the net profits from portfolio investments,
described in Item 6 below). In addition, on occasion the Funds may pay directly, or indirectly through portfolio
companies, transaction fees, monitoring fees and other expenses as more fully discussed below. Performance-based fees
are charged in accordance with the requirements of Section 205(a)(1) and Rule 205-3 under the Advisers Act, to the
extent applicable. For a discussion of performance-based fees, see Item 6 below.

The following is a general description of fees, compensation and expenses of the Funds. Differences exist from Fund to
Fund, and not all Funds will be charged the same fees, compensation or expenses. Investors should refer to each Fund’s
governing documents for a complete understanding of how KSL is compensated for its advisory services. The
information contained herein is a summary only and is qualified in its entirety by such documents.

Management Fees

The Funds pay us a management fee up to the amount specified in each Fund’s governing documents. Currently the
management fee payable by a Fund or Co-Investment Vehicle (as defined below) is between 0.25% and 1.75% per
annum.

During the investment period of our Funds, the management fee is generally based on the total capital commitments of
such Fund’s investors. Thereafter, the management fee is generally computed based on the investors’ capital
contributions that remain invested in portfolio companies or other investments, subject to various other factors. For
certain Funds, the management fee base includes amounts borrowed in respect of portfolio companies that have not
been subject to a disposition, to the extent permitted in the relevant Fund’s governing agreement. Moreover, to the
extent the management fee is based on capital contributions with respect to unrealized portfolio investments, the
management fee base will include any capitalized deal-specific expenses incurred in connection with the acquisition of
such portfolio investments, including but not limited to legal fees and expenses, transaction fees, advisory fees, estimated
third-party diligence expenses and borrowing and other financing fees and expenses (including interest expenses),
regardless of whether such amounts may constitute other fees that otherwise reduce the management fee (as described
below) and/or are eligible to be treated as partnership expenses rather than as capital contributions with respect to
portfolio investments that have not been subject to a disposition. Accordingly, investors should note that capitalization
of any such fees and expenses would result in an increase of the management fee paid to KSL Advisors (including in the
case of other fees that otherwise reduce the management fee as described below). Additionally, investors participating in
a subsequent closing after the initial closing of a Fund are responsible for paying the management fee as of the date of the
initial closing of such Fund, plus interest, as applicable. See also “—Valuation Matters” herein.

From time to time, the management fee is modified, reduced, waived or rebated at KSL’s discretion, both voluntarily
and on a negotiated basis with selected investors via side letter and other arrangements, which will typically not be
disclosed to all other investors in the same Fund. Fees differ from one Fund to another, as well as among investors in the
same Fund. In certain cases, the rate of management fees payable by certain investors in a Fund will be lower than other
investors if the size of their investment in the Fund is larger than such others, if such investor subscribed to a Fund prior
to a designated date or for other reasons in KSL’s discretion.

The rates and calculation methodologies of management fees for Individual Mandates are negotiated directly with such
clients, but generally fall within a range similar to those paid by our Funds.

From time to time, we will, at our sole discretion, permit certain strategic investors (which can include existing Fund
investors, consultants, lenders, or unaffiliated third parties) (“Co-Investors”) to invest in a single portfolio company
alongside a Fund through a co-investment vehicle (“Co-Investment Vehicle”). The governing documents of the Funds
generally require that any Co-Investment Vehicles we advise will not pay us management fees that are more favorable to us
than those paid by the Funds, and the Co-Investment Vehicles pay a management fee at a rate that is equal to or lower
than the rate charged by the applicable Fund on the amount of capital contributions actually invested in the applicable
portfolio company. In certain of our Co-Investment Vehicles, Co-Investors are obligated to participate in additional
investments in the portfolio company after the initial investment is made, up to the amount of their unfunded capital
commitments. In all Co-Investment Vehicles, however, in the event that additional capital investment is required in the
portfolio company after the Co- Investor’s initial capital commitment to the Co-Investment Vehicle has been
contributed (or is reserved for future use), Co-Investors have the right (but not the obligation) to invest additional capital
though their Co-Investment Vehicle pro rata with the applicable Fund (or else be diluted), and the management fee paid
would increase correspondingly.

To the extent that our principals and employees, and their respective family and friends, are Fund investors or Co-
...

Item 7 – Types of Clients
Describe the types of clients to whom you generally provide investment advice, such as
individuals, trusts, investment companies, or pension plans. If you have any requirements for
opening or maintaining an account, such as a minimum account size, disclose the requirements.

With the exception of employee and affiliate fund vehicles, the Funds, Individual Mandates and Co- Investment Vehicles
generally limit their respective investors to persons who are “accredited investors” as defined in the Securities Act of
1933, as amended (the “Securities Act”), “qualified clients” as defined in the Advisers Act and, in the case of those
Funds that rely on the 3(c)(7) exemption from registration under the Investment Company Act of 1940, as amended (the
“Investment Company Act”), “qualified purchasers” or “knowledgeable employees” each as defined in the Investment
Company Act. Investors in the Funds must generally meet certain suitability and net worth qualifications prior to
making an investment in the Funds (again, with the exception of employee and affiliate fund vehicles). The Funds are not
registered or required to be registered under the Investment Company Act; are not made available to the general public;
their securities are not registered or required to be registered under the Securities Act; and Fund interests are privately
placed to qualified investors in the United States and elsewhere. The Funds typically require capital commitments from
each investor of at least $10 million, although a Fund’s governing documents allow for exceptions under certain
circumstances, and the Funds have previously allowed investors to subscribe to the Funds with capital contributions of
less than $10 million.

Investors in the Funds include a broad range of U.S. and non-U.S. investors, including, among others, high net worth
individuals, corporate pension and profit-sharing plans, charitable institutions, foundations, endowments, municipalities,
trust programs and other institutions. In addition, as previously mentioned, employees and other persons associated
with KSL Advisors and/or its Affiliates are investors in the Funds.

As also described in Item 5 and 6 above and Item 8 below, we offer co-investment opportunities to certain investors
when additional capital is necessary for a Fund investment, taking into account the applicable Fund’s investment
limitations, the size of the investment opportunity and the demand among potential Co-Investors. Subject to any
restrictions contained in the governing documents of the relevant Fund or any side letter or other terms negotiated with
respect to such Fund, investors generally do not have a right to participate in any co-investment opportunity.
Opportunities to invest in a portfolio company are made available to select persons or entities, who may or may not be
Fund investors, including, without limitation, members of our Affiliates, certain employees, strategic investors, lenders,
deal sources (including finders and consultants), other sponsors (including other private equity or venture capital firms),
Fund investors, service providers, third-party professionals, other persons or entities affiliated, associated or otherwise
known to KSL or its personnel. Additionally, certain individuals may negotiate co-investment rights or co-investment
priority rights as a component of their compensation or other arrangements with the relevant Fund(s).

Co-Investments typically involve investment and disposal of interests in the applicable portfolio company at the same
time and on the same terms as a Fund making the investment. However, from time to time, for strategic and other
reasons, a Co-Investor or Co-Investment Vehicle will purchase a portion of an investment from one or more Funds
after such Fund(s) have consummated their investment in the portfolio company (also known as a post-closing sell-
down or transfer). Any such purchase from a Fund by a Co-Investor or Co-Investment Vehicle generally occurs shortly
after the Fund’s completion of the investment to avoid any changes in valuation of the investment. Where appropriate,
and in our sole discretion, we are authorized to charge interest on the purchase to the Co-Investor or Co-Investment
Vehicle, and to seek reimbursement to the relevant Fund for related costs. However, to the extent such amounts are not
so charged or reimbursed, they generally will be borne by the relevant Fund.

As referenced above, in certain cases co-investments have been structured either as (i) a separate Fund (a Co-Investment
Vehicle) or (ii) a direct investment by certain investors into a portfolio company or its holding or operating company.
When structured as a Co-Investment Vehicle, KSL considers the investment to be a Fund client, identifies the Co-
Investment Vehicle in its Form ADV Part 1, Schedule D, Section 7.B.(1), obtains an audit for the Co-Investment Vehicle,
reserves the option to assess a management fee and carried interest on such Co-Investment Vehicle and includes the
amount of assets of such Co-Investment Vehicle in the firm’s regulatory assets under management. In the case of direct
co-investments, KSL does not consider the investment to be a Fund, Co-Investment Vehicle or a client, does not act as
the investment manager to the co-investment portion of the investment, does not charge management fees or carried
interest to the investment, does not have custody of the investment or include the amount of assets of the co-investment
in the firm’s regulatory assets under management. In such direct co-investment opportunities, KSL will perform
management, advisory and other services for the portfolio companies in which these Co-Investment Vehicles invest
alongside the Funds, generally at no cost to such direct co-investors, except expenses.