Painswick Capital Management LP

Item 5 - Fees and Compensation
The management fees payable by a Fund (borne indirectly by investors in the Fund) during its
investment period generally are up to 1.50% per annum of a Client’s aggregate non-affiliated
commitments, with certain discounts available to investors. These management fees are waived or
offset in certain cases, as described further in “Other Fees and Expenses” below. After the end of
the investment period, the management fee is generally up to 1.25% calculated based on invested
capital. As a general matter, management fees are payable until the final liquidation of a Fund
unless otherwise agreed with investors. Management fees are not charged in the case of certain
Funds (e.g., certain co-investment vehicles).

Management fees are generally paid quarterly in advance. In cases where a distribution is expected
to be made concurrently with the payment of fees, such fees are expected to be deducted from the
funds to be distributed to the Client. The Funds’ governing documents generally permit the Funds
to borrow funds to pay the management fee.
In addition, the profits of a Fund are allocated such that the general partner of the Fund is entitled,
in addition to its investment interest, to a carried interest, which is calculated only after generating
threshold rates of return to its investors. Carried interest is not charged in the case of certain Funds
(e.g., certain co-investment vehicles).

Management Fee Adjustments
The Funds’ governing documents generally provide that a Fund’s management fees are calculated
and charged on a basis that generally is not tied to the Fund’s then-current net asset value.

As further specified in the governing documents, from the effective date of the relevant Fund until a
date specified in the governing documents (the “Step-Down Date”), management fees generally are
charged based on a formula tied to the amount of the relevant Fund’s aggregate commitments.
Further, after the Step-Down Date, management fees generally are charged and calculated based on
a formula tied to the amount of Investment contributions (including, where applicable, a Fund
borrowing component) made by the relevant Fund relating to its aggregate Investment in Portfolio
Companies that have not been realized. A Fund’s governing documents set forth the full list of terms
under which management fees are reduced, offset or otherwise be limited, and consequently investors
should expect to bear the full, specified management fee rate in the governing documents until they
are reduced in the circumstances and on the date(s) specified therein.

In general, management fees and carried interest are not payable by the Adviser’s or their affiliates’
employees who invest in, or alongside, a Fund and are generally referred to as affiliated
commitments above. Such investments are generally (but not exclusively) made through the
relevant general partner of the Fund. Employees who leave the Adviser or their affiliates generally
are permitted to continue to invest on a no fee, no carry basis after termination of their employment
and certain persons who are not employed by the Adviser are invited to invest in the investment
programs without paying fees and/or carried interest.

Certain Clients may in the future be created that have a different fee structure than what is stated
above.

Other Fees

The Adviser and its affiliates may earn commitment, closing, origination, transaction, break-up,
monitoring, management, directors and other similar fees in connection with the provision of capital
(“Other Fees”). The management fee payable by an investor will generally be reduced by an amount
equal to 100% of such investor’s pro rata share of such Other Fees with respect to such Fund after
being reduced for a Fund’s share of expenses incurred by Painswick or its affiliates (and not otherwise
reimbursed) in connection with the transactions or potential transactions out of which such fees arose.
Except as set forth in the governing documents of a Fund, the investor in the Fund will not receive
the benefit of fees or other compensation received by Painswick in connection with the provision of
services by Painswick to the Fund or third parties. More specifically, such fees will first be allocated
among the Fund, any other Fund advised or managed by Painswick (an “Other Painswick Fund”)
participating (or intending to participate) in such investment, any co-investment vehicles
participating (or intending to participate) in such investment and any third party investors. The
amount of such fees allocable to such Other Painswick Funds, co-investment vehicles and third party
investors will not result in an offset of the management fee payable by investors in a Fund, even if
such Other Painswick Funds and co-investment vehicles provide for lower or no management fees
for the investors or participants therein, nor will the amount of such fees allocable to the general
partner and its affiliates’ investment in the Fund. In addition, the Adviser may engage and retain
strategic advisors, consultants, and other similar professionals who may, from time to time, receive
payments from, or allocations with respect to, underlying Investments. In such circumstances, such

amounts will not be deemed paid to or received by the Adviser and such amounts will not be offset
the management fee.

Further, the general partner reserves the right to receive Other Fees before it would be entitled to
receive the portion of the management fee that is offset by such Other Fees. To the extent that there
are Other Fees that are attributable to a Fund (and not to the general partner and its affiliates’
investment in the Fund) and have not offset the management fee upon the winding up of the Fund,
such excess fees generally will be distributed to each investor in the Fund (other than the general
partner and its affiliates) that has elected to receive its share; however, an investor may not elect to
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Item 7 - Types of Clients
The Adviser’s “Clients” are defined as the private investment funds (referred to in this brochure as
a “Fund”). The Adviser is also generally permitted to establish Funds that are alternative investment
vehicles in order to permit certain investors to participate in one or more particular investment
opportunities in a manner desirable for legal, tax, regulatory, accounting or other reasons.
Alternative investment vehicle sponsors generally have limited discretion to invest the assets of
these vehicles independent of limitations or other procedures set forth in the organizational
documents of such vehicles and the related Fund.

Interests in the Clients are privately offered pursuant to applicable exemptions from registration
under the Securities Act, and the 1940 Act, as well as certain non-U.S. exemptions. Investors in the

Funds are expected to include high net worth individuals and a variety of institutional investors
(e.g., charitable organizations, trusts, pension funds, limited liability companies and other types of
entities, including private funds of funds). Each Client generally has certain stated minimum
commitment amounts (generally $2 million) for an investor to be able to invest; however, in each
case, the Adviser is entitled to waive in its sole discretion the required minimum commitment
amount and expects to do so in certain cases now or in the future.