One Madison Group LLC

Item 5 - Fees and Compensation

The Adviser or its affiliates generally receive performance-based fees (or allocations) in connection
with the investment advisory services they provide to the Clients. The Adviser expects to offer Fund
and Separately Managed Account products that will charge asset-based management fees. In addition,
Investors in the Funds and other Clients also bear certain expenses.        Specific details of such
compensation, expenses and their methods of calculation are set out in the investment advisory
agreements and/or underlying governing documents (including offering materials) of the relevant
Client.

Management Fees, Performance Fees and Other Fees

Management fees and performance fees (or allocations) payable to the Adviser are generally established
by the Adviser at the time of the establishment of a Fund or advisory relationship with a Client and may
vary among each Fund and Separately Managed Account.

Performance allocations for each Fund are typically received following realization of the Fund’s
underlying investments and generally represent a share of distributions made by such Fund in excess
of an Investor’s invested capital and allocable share of fees and expenses. Performance fees (or
allocations) for Separately Managed Accounts are generally calculated on an annual basis and represent
a percentage of the realized and unrealized net capital appreciation of such Separately Managed
Account with respect to such year, and performance fees (or allocations) for Separately Managed
Accounts are generally subject to loss carryforward provisions whereby the performance-based fee (or
allocation) may be reduced until prior losses are recouped or may be payable only after recoupment of
prior losses. Because Separately Managed Accounts have customized mandates, performance and
management fee calculations are not standardized and may vary.

With respect to a Client that bears management fees, the Adviser expects to charge management fees
quarterly in advance. Management fees with respect a Client will generally be calculated as a
percentage of the net asset value of the Client’s assets (or other asset-based metric) at the time of
calculation. The Adviser will refund any management fee paid in advance for periods during which the
Adviser does not provide advisory services to a Client (e.g., in the event a Separately Managed Account
is terminated prior to the end of a quarter during which management fees were already paid). Annual
management fees for the Family Office are currently calculated, generally speaking, as an amount equal
to the annual budget of the Firm, with a reduction for certain management fees received from other
Clients and a further proportionate reduction based on Family Office assets under management relative
to other Client assets under management.

The Adviser is permitted to waive, reduce or calculate differently the management fee or performance
fee (or allocation) applicable to any Investor in a Fund or Client without the consent of, or notice to,
any other Investor or Client. Management fees and performance fees (or allocations) are typically
deducted from each Client’s assets and are not billed separately.

Performance fees (and allocations) are further discussed in Item 6.

As set forth in greater detail in the applicable Client governing documents, certain personnel of One
Madison, including one or more of the Founders, serve on the board of directors of one or more
companies, including portfolio companies, and receive directors’ compensation in connection
therewith, including, without limitation, compensation in cash, stock, and digital token.

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Expenses

In addition to management fees and performance fees (or allocations), Investors in a Fund bear fees,
costs and expenses incurred by such Fund associated with the investments (or prospective investments),
operations and activities of such Fund. For a Fund that holds a single portfolio company, these fees,
costs and expenses include all fees, costs, expenses and obligations of the Fund or amounts incurred by
the Adviser or its affiliates for the benefit of the Fund in connection with the business, operations or
affairs of the Fund, the Offering Documents of such Fund or the transactions contemplated thereby,
whether incurred prior to, on or after the date of the Offering Documents (in each case, other than any
expenses reimbursed to the Fund by the underlying portfolio company), including but not limited to (i)
all expenses in connection with organizing the Fund, including any legal expenses associated with the
formation of the Fund, the drafting of the Fund’s Offering Documents and any related discussions or
negotiations, (ii) all expenses directly attributable to the Fund’s investment in the underlying portfolio
company, including all expenses incurred in connection with the making, holding, refinancing,
pledging, sale or other disposition or proposed refinancing, pledging, sale or other disposition of all or
any portion of such investment, (iii) all expenses incurred in connection with an Additional Investment,
whether or not such Additional Investment is ultimately consummated, (iv) all expenses of the Fund
incurred in connection with the ongoing operation of the Fund not otherwise described above, including
an allocable portion of expenses incurred by the Adviser or its affiliates for the benefit of the Fund and
other Funds managed by the Adviser, (v) except as otherwise addressed herein, any taxes imposed on
the Fund, including any taxes imposed on the Fund in the capacity of withholding agent with respect
to a Fund investor and any taxes that are otherwise attributable to a Fund investor (and any interest,
penalties or expenses relating to any such taxes) and any expenses incurred in connection with a tax
proceeding, (vi) all expenses of the Fund incurred in connection with the reporting obligations set forth
...

Item 7 - Types of Clients

As described in Item 4, the Adviser provides or expects to provide investment advisory services as an
investment adviser or sub-adviser to (a) Funds that will be (i) exempt from registration under the
Securities Act and (ii) exempt from registration as investment companies under the 1940 Act, and (b)
Separately Managed Accounts, including with the Family Office and other large family offices.

Any Fund interests are generally offered and sold solely to Investors who are accredited investors as
defined in the Securities Act and, to the extent applicable, qualified purchasers as defined in the 1940
Act and/or qualified clients as defined in the Advisers Act of 1940, as amended (the “Advisers Act”).

The Family Office and its affiliated entities are anchor investors in the Firm, and the Family Office
(and/or affiliated entities) is and will likely in the future be an anchor investor in other Funds and/or
operating companies advised and/or operated by the Adviser, including Funds that were created by the
Family Office, over which the Family Office will delegate investment management authority to the
Adviser (such Funds, the “Family Office Investments”).

To the extent that there are prescribed minimum investment amounts for any Clients, such amounts
are set forth in the relevant governing documents for the particular Client.

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