Palistar Capital LP

Item 5 - Fees and Compensation

Our fees and compensation are described in the Funds’ Governing Documents. All of the investors in the
Funds are “qualified purchasers” (as defined in Section 2(a)(51) of the Investment Company Act of 1940,
as amended (the “1940 Act”)) or “knowledgeable employees” as defined in Rule 3c-5 promulgated under
the 1940 Act.

Management Fees

In general, we are paid management fees by each Fund (or subsidiary thereof) (“Management Fees”)
quarterly in advance. Management Fees paid by a Fund are indirectly borne by investors in such Fund.
Management Fees that are paid in advance are refundable if the relevant advisory contract is cancelled prior
to the end of a payment period. Management Fees will be paid directly to us by the Funds. The Governing
Documents of each Fund include a more detailed explanation of the amount and manner of calculation of
the Management Fees for such Fund. The General Partner is also entitled to receive carried interest from
each Fund, as further described in Item 6 – Performance-Based Fees and Side-By-Side Management. The
Management Fee will be paid out of each Fund’s current income and investment proceeds and/or, in the
General Partner’s discretion, from drawdowns from investors that will reduce such investors’ unfunded
commitments. Management fees for any future separately managed accounts would be negotiated on a
case-by-case basis.

 Palistar Capital LP Form ADV: Part 2A                                                                     Page 5

The Management Fee will be reduced by an amount equal to 100% of transaction fees attributable to
investors (other than “affiliated partners” (as described below)). These transaction fees, and certain
reductions and exceptions thereto, are more specifically described in each Fund’s relevant Governing
Documents. In general, transaction fees will include the following fees paid to us or to our employees: (i)
directors’ fees and monitoring fees paid with respect to any portfolio investment; (ii) transaction fees,
closing fees, investment banking fees, placement fees, commitment fees, acquisition fees, disposition fees
and financing fees; and (iii) break-up fees with respect to Fund transactions not completed, in each case net
of certain expenses as set forth in each Fund’s relevant Governing Documents.

From time to time, we expect to provide (or agree to provide) co-investment opportunities (including the
opportunity to participate in co-invest vehicles) to certain investors or other persons or entities, subject to
the relevant Governing Documents and/or side letters, as well as the considerations described in Item 8
below. In this regard, we formed one co-investment Fund (the “Co-Investment Fund”) in connection with
the acquisition of certain assets by one of the Funds’ portfolio companies for the purposes of providing the
underlying co-investors with a continuing equity interest in the acquired assets.

When a fund (including the Co-Investment Fund) or any other entity or individual co-invests alongside a
non-Co-Investment Fund in any portfolio investment, any transaction fees (as described above) generally
will be allocated among the relevant non-Co-Investment Fund and the co-investors in proportion to the cost
of the investment or potential investment in the portfolio investment held (or committed to be held) by each
or in such other manner as the General Partner and the governing bodies of such other funds, accounts,
investment vehicles and/or other persons, as applicable, may mutually agree. Only the relevant non-Co-
Investment Fund’s allocable portion of such fees will be included in calculating the aforementioned
transaction fees, as applicable. Accordingly, each participating non-Co-Investment Fund will, in most
cases, only benefit from the Management Fee reduction described above with respect to its allocable portion
of any such transaction fee and not the portion of any fee allocable to any other investor in a portfolio
investment or prospective portfolio investment.

The General Partner intends, in its sole discretion, to designate certain investors as “affiliated partners” that
will be exempted from all or some portion of the Management Fees and/or carried interest. Additionally,
in the sole discretion of the General Partner, certain other investors meeting specified criteria: (i) have been
subject to a reduced Management Fee and/or modified carried interest and (ii) may in the future be subject
to a reduced Management Fee and/or modified carried interest. “Affiliated partners” may include investors
closely associated with us, the General Partner or any of our respective affiliates, any of their respective
personnel, partners, members, equity holders or service providers (including members of the Senior
Advisory Board (as defined below)), persons with whom we have strategic relationships and any “friends
and family” of the foregoing.

Expenses

Each Fund will pay or reimburse us, the General Partner and our respective affiliates for, all other fees,
costs, expenses, liabilities and obligations (hereinafter collectively, “expenses”) directly or indirectly
relating to the Fund or its direct and indirect subsidiaries and affiliated entities, or its activities, business or
actual or potential investments. The following list is meant to summarize certain expenses to be borne by
each Fund. Each Fund’s relevant Governing Documents describes the types of expenses that will be borne
by the Fund in more detail, and investors must carefully review the Fund’s Governing Documents for which
they are subscribed. Further, for a more detailed discussion of brokerage and transaction costs (where
applicable), see Item 12 - Brokerage Practices.

 Palistar Capital LP Form ADV: Part 2A                                                                 Page 6

Among other expenses, each Fund will bear expenses directly or indirectly relating or attributable to the
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Item 7 - Types of Clients

We primarily provide investment advice to clients that are private funds. The Funds are structured as
limited partnerships or similar legal entities which we or our affiliates control. The Funds rely on rules
promulgated under the United States federal securities laws that exempt privately offered entities from
registration as investment companies. Investors in the Funds are generally high net worth individuals and
institutional investors that qualify as “accredited investors” (as defined in Rule 501 under the Securities Act
of 1933, as amended) and “qualified purchasers” (as defined under the 1940 Act) or “knowledgeable
employees” (as defined under the 1940 Act). Prospective investors may be required to meet additional
suitability requirements. The minimum investment in the Funds is generally $10,000,000. We may waive
the minimum under certain circumstances in our sole and absolute discretion. We would determine the
minimum investment for a separately managed account on a case-by-case basis.