Palladin Consumer Retail Partners LLC

Item 5: Fees and Compensation
          A. Description
          Palladin is compensated through various combinations of a percentage of assets
          under management and performance-based fees. Such fees are disclosed in the
          limited partnership agreements for such Funds that are reviewed and executed by
          each Limited Partner in each Fund. Such fees are currently not negotiable.

          B. Fee Billing
          Management fees are deducted in advance on a quarterly basis. Management fees
          are based upon a percentage of assets under management as disclosed in the Fund
          limited partnership agreement. Management fees based on a percentage of assets
          under management are based upon a formula and subject to certain reductions, but
          will not exceed 2%, all as defined in the applicable limited partnership agreement.
          Performance fees in the form of carried interest are paid to the general partner of
          the Fund, an affiliate of Palladin (the “General Partner”), through a waterfall
          provision after each partner has been returned all capital contributions and received
          an annual preferred return compounded annually. Management fees are prorated
          for any period that is less than a full period. The General Partner has waived
          management fees with respect to certain Funds.

          C. Other Fees and Expenses
          For the Funds, to the extent possible, third party costs related to portfolio
          investments are charged to portfolio investments. The Funds shall be responsible
          for, or reimburse, Palladin or the General Partner as applicable for all out-of-pocket
          expenses incurred by the Funds, Palladin or the General Partner in connection with
          the organization of the Fund and the offering of interests to the limited partners (the
          “Limited Partners”) (including, without limitation, fees and disbursements of
          attorneys and other professionals); (a) organizational expenses; (b) reasonable fees
          and expenses of custodians, counsel, prime brokers, banks, tax advisors, auditors,
          administrators, consultants, compliance firms, information technology providers,
          depositaries and accountants and other similar advisors; (c) reasonable costs and
          expenses incurred in identifying, evaluating, arranging, negotiating, structuring,
          trading or settling any transaction contemplated for investment by the Fund,
          including buying and selling any portfolio investments (regardless of whether such
          transaction is subsequently consummated), including, without limitation, any
          travel, legal, tax and accounting expenses in connection therewith; (d) the
          reasonable out of-pocket costs, fees and expenses of monitoring, holding, hedging,
          valuing or selling portfolio investments, including record-keeping expenses; (e)
          reasonable out-of-pocket costs of reporting to the Limited Partners, tax returns and
          Schedule K-1s and of any meetings of Limited Partners, and of any meeting of the
          investor advisory board, including costs of legal counsel retained by the investor
          advisory board as authorized in accordance with Fund documents; (f) any taxes,
          fees or other governmental charges levied against the Fund or on its income or
          assets or in connection with its business or operations; (g) costs and expenses of
          reporting software and one subscription at any one time for computer software
          specific to the affairs of the Fund; (h) insurance; (i) costs of any audit, investigation,
          proceedings, litigation and threatened litigation; (j) indemnification obligations; (k)

liquidation expenses, including the costs and expenses of any liquidating trustee;
(l) capital payments, interest and other expenses in respect of indebtedness for
borrowed money; (m) extraordinary expenses, including fees and expenses
associated with any tax or other audit, investigation, proceeding, regulatory matter,
settlement or review of the Fund; (n) costs and expenses related to the Fund’s
compliance with applicable laws; and (o) all other costs and expenses properly
chargeable to the activities of the Fund. Certain fees and expenses may be subject
to limitations.

As described in the relevant Fund documents, Palladin is also paid monitoring fees
by certain portfolio companies of the Funds.
Please refer to Item 12 for more information.

D. Fees in Advance
Management fees are paid in advance. Palladin offers pro rata refunds to any
Limited Partners of any unearned management fees paid in advance.

E. Securities Compensation
As permitted by the Fund offering documents, Palladin receives transaction fees
and / or break-up fees, and in certain instances such fees, or a portion thereof, shall
be applied against the management fee. This presents a conflict of interest and gives
Palladin an incentive to recommend investments based on the compensation
received rather than on the Fund’s needs. Palladin only recommends investments
when Palladin believes it is in the best interest of the Fund and consistent with the
Fund’s investment objectives. Additional details regarding such fees are available
in the relevant limited partnership agreement of the Fund.

Item 7: Types of Clients
          Description
          Palladin currently provides investment advisory services on a discretionary and non-
          discretionary basis to private pooled investment vehicles not registered under the
          Investment Company Act of 1940, as amended.

           Account Requirements
           The Funds currently have no minimum investment requirement for Limited Partners.
           Limited Partners are required to meet certain suitability requirements such as being an
           “Accredited Investor”, a “Qualified Client” and/or a “Qualified Purchaser” as defined
           under federal laws.