LLR Management HoldCo LP

Item 5. Fees and Compensation
The specific terms for the compensation of LLR by each Fund are dictated by the Fund’s organizational
documents, private placement memoranda and other applicable agreements (such as side letters) which are
provided to Fund investors (collectively known as “Offering Documents”). LLR’s fees and compensation
are deducted from the assets or distributions of the Fund and investors are not separately billed for services.
The various fees which LLR receives will include the following:
Management Fee - Each LLR Fund pays an annual management fee (the “Management Fee”). A Fund’s
Management Fee generally will represent a percentage (up to 2%) of total capital commitments during a
Fund’s investment period and will be paid quarterly in advance as described in each Fund’s Offering
Documents. Thereafter, a Fund’s Management Fee will represent a percentage (up to 2%) of the Adjusted
Cost (as defined within the Funds’ Offering Documents) of all portfolio investments that have not been the
subject of a disposition, or permanent and unrecoverable write down.
If a Fund’s investment advisory agreement with LLR is terminated during a period where such Fund’s
Management Fees have been paid in advance, LLR would pro rate the Management Fee and reimburse the
portion of such Management Fees covering the remainder of the period.
Carried Interest - The LLR Funds will allocate a portion of their investment profits (up to 20%) to their
respective Fund’s general partners, which are related persons with respect to LLR, as set forth in each of
the Fund’s Offering Documents (such profit allocation is commonly referred to as “Carried Interest”).
Carried Interest is generally subject to the achievement of an 8% annual rate of return (“preferred return”)
on the amount of the unreturned capital contributions of investors, as of the date of determination. Carried
Interest, when applicable, is paid upon the distribution of proceeds generated by the dispositions of each
Fund’s portfolio investments and pursuant to a priority distribution waterfall after the return of invested
capital and a preferred return. LLR Funds’ Carried Interest is charged in compliance with Rule 205-3 under
the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
Certain investors in the Funds affiliated with LLR, including former partners, Senior Leadership, certain
employees, affiliated persons and others, will not be subject to the Management Fee and/or the Carried
Interest in connection with their investment in the Funds. Fund fees, including Management Fees and
Carried Interest, may be negotiated to be lower for certain investors based on the size and/or timing of the
investor’s capital commitments and as disclosed within the Fund’s Offering Documents.

Other Types of Fees or Expenses - Each Fund is responsible for all expenses related to its activities,
including legal, auditing and accounting expenses, costs related to the identification of investments,
purchase or sale (whether or not consummated) and holding of investments, travel, due diligence, finders
(which may include Senior Operating Advisors and Executives in Residence), consultants including but not
limited to Executives in Residence, research costs, asset management and accounting software, market
database subscriptions, interest on borrowed funds, taxes, commissions and brokerage fees, the cost of
directors' and officers' liability insurance, risk management services and indemnification expenses, fees and
disbursements of transfer agents, registrars, custodians, sub-custodians and escrow agents, the costs of
investments and withdrawals by Partners and all other investment-related expenses, expenses attributable
to investment banking, accounting, audit, appraisal, legal, custodial, credit facilities and registration
services provided to the Fund, including services with respect to the proposed purchase or sale of portfolio
securities by the Fund (whether or not any such purchase or sale is consummated), broken deal expenses,
industry conferences and organizations, sponsorships, marketing and advertisements, to the extent incurred
in connection with actual or potential investments and the costs of risk management services and
appropriate insurance coverage for the Fund including, premiums for liability insurance to protect the Fund,
LLR and affiliates in connection with the performance of Funds’ activities. If not otherwise paid for by
specific portfolio companies or potential portfolio companies, the Funds will also pay the cost and expenses
associated with financial research and market analysis related to a specific portfolio company or potential
portfolio investment. The Funds will pay for the preparation of reports and other communications and
requested audits as well as costs in connection with meetings with any investor, and the Limited Partner
Valuation or Advisory Committee (each, an “Advisory Committee”) including applicable costs and
expenses of facilities, meals, speakers, activities and other hospitality but excluding costs of Fund investor
travel unless agreed upon by LLR. The members of the Advisory Committee and non-voting observers
will be entitled to reimbursement by the Fund for all reasonable out-of-pocket expenses incurred in
connection with such meetings. Additionally, the Funds will be responsible for all offering, marketing and
organizational expenses incurred in the formation and liquidation of the Funds, subject to limitations and
disclosures within the Fund’s Offering Documents. Such expenses include the marketing and offering of
interests in the Fund, including, the costs, fees and expenses of: (a) attending conferences and meetings
with potential investors; (b) negotiating the Fund’s Offering Documents, any side letters and other
associated documents; (c) legal, accounting, printing, filing, advisory, registration fees and any similar cost,
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Item 7. Types of Clients
LLR provides discretionary investment advisory services to its Funds where each investor in the Fund is
required to meet certain suitability qualifications, such as being an accredited investor, qualified client and
qualified purchaser as defined in the meaning set forth under the Federal securities laws. Investors in the
Funds will include, but are not limited to, governmental pension plans, corporate and business entities,
endowments and foundations, trusts and high net worth individuals. Minimum capital commitments from
investors are specified in each Fund’s Offering Documents. Each Fund’s general partner has the discretion
to waive or reduce the minimum capital commitment and has done so for certain investors. Any disclosed
general partner commitments by LLR will be funded by contributions from Senior Leadership, other LLR
employees, contractors, former partners, other affiliated persons and others “friends and family” at the
discretion of the Fund’s general partner.