Partners Group USA Inc

Item 5 – Fees and Compensation

The following is a general description of the fees, compensation and other expenses of the Investment
Vehicles. Each Investment Vehicle’s governing documents (or registration statement, as applicable)
describe fees, compensation and expenses in greater detail. Clients should refer to such governing
documents of the applicable Investment Vehicle for a complete understanding of how the Adviser or its
affiliates are compensated for advisory services. The information provided herein is qualified in its entirety
by such governing documents or registration statement, as applicable.

Management Fees

The Adviser generally receives a management fee (generally paid quarterly, in arrears) from Clients based
upon a percentage of the Client’s capital commitments, contributed capital, net asset value or invested
capital during the term of the account. Pursuant to the terms of each Client’s governing documents, the
management fee may change at the end of a Client’s investment period or in connection with the raise of a
successor fund.

        Private Funds

Generally, for Private Funds, the management fee will equal the sum of a commitment fee and an
investment fee. The Private Funds generally pay a commitment fee to the Adviser, which is calculated at
the applicable rate per quarter multiplied by the Target Commitment Amount that has not been invested (or
committed for investment) in investments. The “Target Commitment Amount” means the product of (x) the
target allocation, expressed as a percentage of commitments to the Private Funds, with respect to Private
Funds’ investments, in each case in accordance with the relevant Private Fund’s investment guidelines,
multiplied by (y) aggregate commitments made to such Private Fund.

        Registered Investment Companies

The Registered Investment Companies generally pay the Adviser a monthly fee equal to a percentage of
the greater of (i) the Registered Investment Company’s net asset value, and (ii) the Registered Investment

Company’s net asset value less cash and cash equivalents plus the total of all commitments made by the
Registered Investment Company that have not yet been drawn for investment.

Specific information concerning the Registered Investment Companies, including a description of the
services provided by management and the fees charged for those services is contained in each Registered
Investment Company’s registration statement, which is publicly accessible through the SEC's Electronic
Data Gathering, Analysis, and Retrieval System.

        Sub-Advised Funds

Generally, for Sub-Advised Funds, PG USA is compensated by the Adviser.

Specific information concerning the Sub-Advised Funds, including a description of the services provided by
management and the fees charged for those services is contained for registered investment companies in
each Sub-Advised Fund's registration statement, which is publicly accessible through the SEC's Electronic
Data Gathering, Analysis, and Retrieval System or for Private Funds in the Client's investment management
agreement, governing documents and/or offering memorandum or prospectus.

        Private Market SMA Strategies

There is no separate fee for the provision of the Private Markets SMA Strategies. However, for the
avoidance of doubt, the Adviser receives fees in the normal course of operations for the underlying affiliated
Registered Investment Companies contained within the Private Market SMA Strategies.

        CLOs

The Adviser may receive management fees as compensation for its collateral management services to
Relevant CLOs. Information on such management fees are set forth in the Relevant CLO governing
documents. Management fees will be payable in arrears, generally on a quarterly basis, and will be paid
out of the priorities of payment set out in the relevant governing documents of the Relevant CLO. Clients
will be billed for fees incurred.

The Adviser generally receives management fees in the form of an asset-based "Senior Collateral
Management Fee" of 0.15% per annum, "Subordinated Collateral Management Fee" of 0.25-0.35 risk %
per annum and an "Incentive Collateral Management Fee" (collectively "management fees") in respect to
its services to Relevant CLOs. Typically, the relevant priority of payment is to pay the Senior Collateral
Management Fee first, the Subordinated Collateral Management Fee next and after the stated threshold
has been reached, the Incentive Collateral Management Fee, if any, will be paid. Senior Collateral
Management Fee or Subordinated Collateral Management Fee can be waived or deferred by the Adviser
pursuant to the relevant CLO governing documents.

        Other Investment Vehicles

Each Client, subject to its governing documents, will typically pay or otherwise bear (generally up to an
agreed amount) the following standard fees for Investment Vehicles: fund level fees; management fees;
and performance fees. The Adviser receives management fees in connection with the investment
management it, or an affiliate, provides to its Clients and it, or an affiliate, may also receive performance
fees, carried interest or incentive allocations. All fees are subject to negotiation with Clients and underlying
investors in Investment Vehicles. The management fee may be based on commitments and/or NAV

depending on the terms of the separate account governing documents. Where the Adviser invests Client
assets in underlying, third-party managed investment companies or pooled investment funds, the
managers, advisers and/or general partners of such investment companies or funds will assess
management/advisory fees and/or carried interest that are in addition to the compensation payable to the
Adviser.

As stated in Item 4, a Client of the Adviser may invest in one or more Investment Vehicles where affiliates
of the Adviser serve as the general partner and/or investment adviser/investment manager. In such
...

Item 7 – Types of Clients

The Adviser provides investment advisory services to Clients such as the Registered Investment
Companies, Private Market SMA Strategies, institutional investors and pooled investment vehicles. The
Adviser may provide investment management services as collateral manager to CLOs. Although it currently
does not do so, in the future, the Adviser may provide investment advisory services to certain high net worth
investors via Direct Relationships. A broad range of US and non-US institutional investors, including, among
others, governmental and corporate pension and profit-sharing plans, including investors regulated under
the US Employee Retirement Income Security Act of 1974, as amended ("ERISA"), endowments and
foundations, insurance companies, financial institutions, private wealth and other third-party distribution
platforms invest in the Investment Vehicles and products managed by the Adviser.

Each institutional investor that has a Direct Relationship with the Adviser and each underlying investor of
the Private Funds and Separate Accounts must meet the “accredited investor” standard of Rule 501 of the
Securities Act of 1933, as amended (the "Securities Act"), and/or the “qualified purchaser” standard of
Section 2(a)(51) of the Investment Company Act, as applicable. Underlying investors in the Registered
Investment Companies must meet the “accredited investor” standard referenced above and the “qualified
client” standard of Rule 205-3 of the Advisers Act. In the case of employees, they must meet the definition
of "knowledgeable employees", as defined in Rule 3c-5 under the Investment Company Act or “qualified
purchaser” as defined in Section 2(a)(51) of the Investment Company Act and the rules and regulations
promulgated thereunder. With respect to operating directors and certain senior employees of portfolio
companies they must meet the definition of “accredited investor” standard of Rule 501 of the Securities Act
and “qualified purchaser” standard of Section 2(a)(51) of the Investment Company Act and the rules and

regulations promulgated thereunder. The Adviser may sub-advise products which have different investor
eligibility standards than those Investment Vehicles where the Adviser serves as investment adviser.

Separate Accounts managed by the Adviser typically require a $100 million minimum investment.
Commitments of less than $50 million may be subject to an additional fee (which may be waived by the
general partner in its sole discretion). For investments into a Registered Investment Company advised by
the Adviser, the minimum initial investment is generally $50,000 for individuals but may be lower based on
the particular Investment Vehicle and $1 million for institutional investors.