Patriot Financial Manager LP

Item 5. Fees and Compensation
      Patriot is compensated for advisory services through asset-based management fees and
      performance-based compensation.
      Management Fee - The specific terms of Patriot’s compensation by each Fund are dictated
      by the Fund’s Governing Documents. Each Private Equity Fund generally pays a
      management fee (the “Management Fee”) quarterly in advance, regardless of when an
      investor is admitted to the Fund. The Management Fee is a percentage calculated on the

aggregate capital commitments to a Fund by its investors or of the equity invested, reduced
by any permanent and unrecoverable write-downs, and will vary based on the stage of the
Fund’s lifecycle and the amounts of capital committed to the Fund. Management Fees
typically range from 1.875% to 2.00% and can be negotiated lower for certain investors
based on the size of the investor’s commitment to the respective Fund.
Carried Interest - Patriot is entitled to receive a portion of distributions from the disposition
of portfolio securities and other current income of a Fund, net of partnership expenses.
However, Patriot’s distribution entitlement is subject to certain conditions such as the prior
return of capital to Fund investors and/or prior payment to Fund investors of a certain
preferential rate of return (generally 8%) on invested capital. Certain of these distributions
are referred to as the “Carried Interest.” Carried Interest is paid on proceeds generated by
the realizations of each Fund’s portfolio investments pursuant to a priority distribution
waterfall as described in each of the Fund’s Governing Documents and typically occurs
after the payment to investors of the preferred return and a return of all capital. A Carried
Interest is charged in compliance with Rule 205-3 under the Investment Advisers Act of
1940, as amended (“Advisers Act”).
For administrative purposes, Patriot is not obligated to make any distributions to Fund
investors as further described in each of the Fund’s Governing Documents. Furthermore,
subject to certain provisions, Patriot will, in its sole discretion, make distributions either in
cash or in-kind, as well as may postpone part or all distributions.
Patriot’s compensation described above is deducted from the assets or distributions of the
Fund and investors are not separately billed for any services.
From time to time, Patriot will recruit a management team to pursue a new “platform”
opportunity expected to lead to the formation of a future portfolio company. In other cases,
Patriot will form a new portfolio company and recruit a management team to build the
portfolio company through acquisitions and organic growth. In both cases, the Patriot Fund
will bear the expenses of the management team or portfolio company including any
overhead expenses, diligence expenses or other related expenses in connection with
backing the management team or the buildout of the platform company. Such expenses
may be borne directly by a Patriot Fund as partnership expenses or indirectly as Patriot
bears the start-up and ongoing expenses of the newly formed platform portfolio
company. None of these expenses will offset any Management Fees.
Other Fees Received - On occasion, Patriot may receive supervisory, acquisition,
disposition, break-up, origination, or other transaction fees in direct connection with a
Fund’s portfolio securities (“Special Income”). If Patriot or its affiliates receive any such
Special Income, it will be used to offset the Management Fee or otherwise be credited to,
or shared with, in a manner more fully described in each of the Fund’s Governing
Documents. All fees received for serving on a Board of Directors of a Funds’ portfolio
companies or special purpose acquisition companies (“SPACs”) are retained by Patriot and
are not paid to the Fund, nor do they offset the Funds’ Management Fee.
Patriot may elect to waive or defer a portion or all of its Funds’ Management Fee. If any
Management Fee is waived, Patriot can be entitled to receive a priority allocation of a
Fund’s profits equal to the amount of the waived Management Fee in either a cash

distribution of such amount or, if it so chooses, to be given credit for the waived amount
against its commitment.
Co-Founders, Managing Partners, Partners, certain employees, and members of one or
more current or former participating firms of Independence Capital Partners, LLC (“ICP”),
in each case, either directly or indirectly through their respective estate planning vehicles,
upon their recommendation through foundations, donor advised funds and/or family
planning vehicles will not be subject to a Management Fee, Carried Interest or incentive
fees in connection with their investment in the Funds.
If a Fund’s investment advisory agreement with Patriot terminates during a period covered
by Management Fees paid in advance, Patriot would pro rate such Management Fee and
reimburse the portion of such Management Fee covering the remainder of the period.
Patriot Fund Expenses – The Patriot Funds generally pay all offering and organizational
expenses incurred in the formation, origination and syndication of the Fund and the related
entities up to a certain maximum limit set forth in each Fund’s Governing Documents,
including, but not limited to, legal, travel (including transportation, meals and lodging), of
Patriot employees and any applicable placement agent representatives who are seeking
potential Fund investors, side letter reviews and negotiations, accounting, and printing. No
commissions, placement fees or other remuneration will be payable by a Patriot Fund to
any person (including the general partner and its affiliates) in connection with the offering
and sale of interests in a Patriot Fund.
The Patriot Funds generally pay all investment expenses related to its activities including
all costs related to (i) investigation, research, purchase and sale (whether or not
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Item 7. Types of Clients
      Patriot provides discretionary investment advisory services to its Funds that are privately
      offered pooled investment vehicles (generally, structured as partnerships). Each Fund
      investor is required to meet certain suitability qualifications, such as being “accredited
      investors,” “qualified clients” and “qualified purchasers” within the meaning set forth
      under the Federal securities laws. Investors in the Funds will include, but are not limited
      to, pension plans, unions, corporate and business entities, endowments and foundations,
      trusts, and high net worth individuals. The Funds require minimum capital commitments
      from investors and under certain circumstances may be negotiable at some discretion of
      Patriot. Patriot has the discretion to waive or reduce the minimum initial investment or
      commitment. Required commitments by Patriot to its Funds will be funded by
      contributions from its Co-Founders, Managing Partners, Partners, and employees.