Liberty 77 Capital LP

Item 5: Fees and Compensation
General
Liberty earns Management Fees (as defined below), and affiliated General Partners may earn
performance-based compensation in the form of “carried interest” from each of the Funds. The
Management Fees and performance-based compensation rates payable by each of the Funds are
separately established at the time of the initial closing of each Fund and are generally not negotiable;
however, Liberty may waive or reduce Management Fees and carried interest for Investors
including, for example, certain employees and affiliated entities of Liberty or in respect of co-
investment vehicles.

Liberty, its affiliates, and employees may also receive Transaction Fees (defined below) in
connection with services provided to the Funds or portfolio companies of the Funds. Such
Transaction Fees offset Management Fees payable to Liberty by the applicable Fund in accordance
with the Governing Fund Documents of each applicable Fund.

Management Fee
Each Fund pays Liberty an annual management fee (a “Management Fee”), which is payable
quarterly in advance and based on a percentage of the aggregate committed capital during the
commitment period of such Fund and then on actively invested capital thereafter. Liberty reserves
the right to waive or reduce the portion of the Management Fee attributable to any Limited Partner,
in its sole discretion. In the event that an investment management arrangement is terminated on a
date other than the end of a calendar quarter, Funds will generally not be entitled to receive a refund
of any Management Fees that are paid in advance in respect of the balance of such fiscal quarter.

Carried Interest Distributions
A portion of each Fund’s distributable cash may be distributed to the General Partner as “carried
interest.” The manner of calculation of such carried interest is disclosed in the Governing Fund

Documents. As is the case with Management Fees, Liberty reserves the right to waive or reduce
carried interest with respect to any Limited Partner, in its sole discretion.

Management Fees are payable by a Fund to Liberty and carried interest is to be distributed by such
Fund to the General Partner, in each case on the terms provided for in the Governing Fund
Documents. The General Partner may draw down capital commitments from the Limited Partners,
or may use amounts that would otherwise be available for distribution to such Limited Partners, in
order to meet the obligation to pay the Management Fee.

Please see the applicable Governing Fund Documents for a detailed discussion of Management Fees
and carried interest distributions associated with a Fund.

Transaction Fees
Liberty, its employees, and affiliates may also receive other fees in connection with the
consummation, disposition, initial public offering or termination of an investment or potential
investment attributable to the Funds and/or received from a portfolio company, including break-up
fees, commitment fees, termination fees, portfolio company management fees, directors’ fees,
advisory fees, consulting fees, monitoring fees (including any accelerated or early termination
monitoring fees), and similar fees (collectively, “Transaction Fees”). Amounts paid to operating
consultants and other specialty professionals (including, without limitation, information
technology, human resources, ESG, restructuring, legal, accounting and insurance consultants,
industry executives, subject matter experts or similar persons providing services to portfolio
companies) and the senior advisors of Liberty will not constitute Transaction Fees and shall
constitute an expense that may be charged to the relevant Fund.

Transaction Fees will be retained by Liberty or the relevant employees and/or affiliates of Liberty,
as applicable, and will be used to offset the Management Fees otherwise payable to Liberty to the
extent contemplated by the Governing Fund Documents. However, Management Fees shall not, in
any event, be reduced below zero.

Please refer to the detailed information in the Fund’s Private Placement Memorandum and other
Governing Fund Documents for specific information about the fees earned by Liberty, including
Transaction Fees, and the fees charged to the Fund.

Other Expenses Charged to Funds
In addition to the Management Fees and carried interest, the Limited Partners indirectly bear fees
and expenses charged to the Funds. These fees and expenses typically include, among other things:
all expenses, fees, costs, and/or liabilities associated with the identification, purchase, management,
operation, monitoring, hedging, restructuring, refinancing, sale or other disposition of investments;
broken deal expenses; financing, brokerage, legal, auditing, valuation, and accounting fees and
expenses; director and officer liability or other insurance; indemnification expenses of Liberty, the
General Partner, and their respective affiliates; interest on fees and expenses arising out of all
borrowings made by the Fund; expenses of affiliates of Liberty, to the extent that fees, costs and
expenses payable to such affiliates do not exceed the amount customarily charged by third parties
otherwise utilized by Liberty; expenses of the meetings of any advisory board of such Fund (an
“Advisory Board”); expenses of the annual Limited Partners’ meetings; legal and other

organizational and offering expenses (including placement fees) incurred in the formation of such
Fund and related entities; costs of dissolving or winding-up and liquidating such Fund; and the cost
of software used to track and monitor investments or facilitate other recordkeeping and reporting
activities of such Fund.

Any third-party expenses relating to consummated investments will be charged to the applicable
portfolio company or will be paid by the Fund and included in the cost of the applicable investment.
Any third-party expenses relating to unconsummated investments will be borne by the Fund, unless
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Item 7: Types of Clients
As described in Item 4, Liberty provides discretionary management and advisory services to Funds
directly, subject to the direction and control of the General Partner of the Fund, and not individually
to Limited Partners of Funds. Investors in a Fund may include individuals and institutional investors
such as insurance companies, endowments, pension plans, pooled investment vehicles (e.g., funds-
of-funds), trusts, and corporate or business entities. In addition, certain Liberty employees and
associates thereof may invest in the Funds.

Such Funds generally are domestic and foreign limited partnerships, companies, limited liability
companies and other vehicles that are not registered or required to be registered under the U.S.
Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, the
securities issued by the Funds are not registered or required to be registered under the Securities
Act of 1933, as amended (the “Securities Act”), and are generally privately placed to qualified
investors in the United States and elsewhere.

All Limited Partners are subject to applicable suitability requirements. Generally, a Limited Partner
participating in a Fund is required to meet certain suitability and net worth qualifications, including
that such Limited Partner be (i) an “accredited investor” within the meaning of Rule 501 of
Regulation D under the Securities Act and (ii) either (a) a “qualified purchaser” as defined in Section
2(a)(51) of the Investment Company Act or (b) a “knowledgeable employee” within the meaning
of Rule 3c-5 of the Investment Company Act.

Certain Investors have been granted and in the future additional Investors may be granted one or
more of the following rights with respect to their investments: (i) a reduced management fee and/or
performance-based compensation and/or operating expense; (ii) the right to receive improved fees,
information rights and other terms received by other Investors; (iii) the right to receive certain
additional information with respect to certain funds, including financial information in respect of
portfolio investments or events related to Liberty; (iv) the right to reserved capacity for a certain
fund; (v) notification to the Investor with respect to the Investor’s ownership percentage of a certain
fund; (vi) an agreement that an Investor’s ownership percentage of a certain fund will remain within
certain ranges; (vii) notification to the Investor with respect to the ownership by benefit plan
investors of a certain fund’s equity classes; (viii) certain limitations on an Investor’s confidentiality
obligations under a certain fund’s organizational documents pursuant to laws or regulations to which
the Investor is subject (such as the public information or “sunshine” laws); and (ix) an
acknowledgement that such Investor is entitled to sovereign status under U.S. federal, state or non-
U.S. law.

In addition to the above, certain Investors have been granted and in the future additional Investors
may be granted one or more additional rights with respect to their investments, including, but not
limited to: (i) the right to opt out of the requirement to fund capital calls or otherwise be excused
from participating in certain investments due to regulatory, tax or public policy or the Investor’s
internal considerations; (ii) the right to designate one or more members of a limited partner advisory

committee or Advisory Board; (iii) rights with respect to distributions in kind; (iv) rights with
respect to transfers of interests; (v) the right to be offered or notified of potential co-investment
opportunities; (vi) the right to provide selected confidential information to certain other recipients,
(vii) the right to modifications to an Investor’s subscription agreement, (viii) arrangements with
respect to waivers of certain obligations, and (ix) agreements by a general partner (or similar
governing body) to refrain from exercising certain remedies or taking certain actions against an
Investor (including in connection with a default by such Investor).

Such rights can be, and have been, granted on the basis of (i) the size, nature, timing or other features
of the Investor’s investment in, or commitment made to, a Fund, (ii) the type, category, nature,
specificity or other features of the Investor, (iii) the involvement or participation in a Fund’s,
Liberty’s or the applicable general partner’s management or activities (whether past, present and/or
future; in each case only to the extent permitted under applicable laws), or (iv) any other criteria,
element or feature as may be determined from time to time by, and in the discretion of, Liberty or
the applicable general partner, to extent that such is not inconsistent with applicable laws and
regulations.

Certain Investors have been and in the future may be granted “most favored nation” rights (an
“MFN”) in a letter agreement between the Investor, Liberty, a Fund, and the Fund’s General Partner
(a “side letter”), which will give such Investors the right to review and/or elect the benefit of certain
side letter rights granted to other Investors in the Funds. However, certain provisions will not be
subject to disclosure or election, in all cases in accordance with the terms of the MFN. Liberty will
make certain decisions regarding how to implement the MFN, including what information to redact
when side letters are shared, whether an investment policy or practice is unique to a limited partner
(and therefore not disclosable or electable) and whether certain affiliated, related or commonly
advised investor commitments should be aggregated for purposes of the MFN. Further, the terms
agreed with certain Investors, including Investors that are affiliated with or managed by Liberty,
will be excluded in accordance with the terms of the MFN.