Periphas Capital LP

Item 5 – Fees and Compensation
ADVISORY FEES

      The Firm charges its clients advisory fees or management fees on a percentage of assets under
      management. The fees and compensation paid to the Firm are described in each client’s
      agreement of limited partnership (each a “Partnership Agreement”).

      We generally charge advisory fees quarterly in advance, but certain clients may have other
      arrangements as indicated in their respective partnership documents. If the fee start date is not
      the first of a month, the first billing period may include a partial month. If an advisory contract
      with a client is terminated before the end of a billing period, the Firm will refund any
      overpayment of fees to the client. The overpayment of fees will be calculated based on the
      number of full months remaining in a billing period after the contract was terminated. No
      refund will be given for a partial month. In certain cases, as described in each client’s respective
      Partnership Agreement, investors who are related to the Firm or an affiliate may receive up to
      a 100% discount or rebate on their share of advisory fees.

      The Firm will calculate the advisory fees and send a bill to the client. The client then pays the
      fees owed to the Firm. Generally, this fee calculation is reviewed by the fund administrator for
      each client and the calculation is reviewed by the client’s independent certified public
      accounting firm if the client is subject to audit. The Firm sends quarterly account statements
      to the clients’ investors.

ADV Part 2: Firm Brochure                                                                        Page 6

OTHER COMPENSATION, FEES AND EXPENSES

      If other types of fees and expenses are paid by a client, they will generally be described in the
      client’s offering memorandum, limited partnership agreement, or joint venture or other
      agreement negotiated directly with its investor(s) if known.

      Some of the other types of fees and expenses that usually will be paid by a client are: legal
      structuring expenses, transaction expenses, filing/printing expenses, insurance, litigation,
      investor meetings, portfolio company travel, auditing fees and costs; custodial fees and costs;
      banking fees and costs; franchise taxes and entity formation and maintenance fees; ongoing
      legal expenses; third party due diligence experts; securities and “blue sky” filing fees; an
      allocable portion of the costs (including third party service fees) related to recording, managing
      and reporting of accounting, tax and financial information, investor subscription processing,
      cash calls and distributions; fees and costs related to asset management information technology
      and software; fees and costs related to anti-money laundering and other regulatory compliance
      (AML/FATCA/GDPR) that are incurred as a direct result of a client’s investment program;
      expenses related to roadshows, printing and offering related activities; postage and travel
      expenses (including the cost of first-class airfare and, in unique cases, charter airfare).

      The client also will typically reimburse the Firm or an affiliate for the services performed by
      the Firm’s attorneys and accounting professionals directly to or for the benefit of the client
      (whether the services relate to general administrative matters or the business operations of the
      client). These will be paid only if the client would have otherwise engaged outside
      professionals to perform the services. The fees that are charged are at rates comparable to those
      charged by outside attorneys or accounting professionals providing such services.

      In cases where an expense would be charged to a client, but the expense is not contemplated
      by the client’s partnership agreement, the Firm will seek approval and guidance from the
      client’s Limited Partner Advisory Committee, if one is in place.

Item 7 – Types of Clients
      Please refer to Item 4 above.

      The Firm’s advisory clients will generally be private equity funds. Some of our clients are
      limited partnerships or limited liability companies that are related to us because there is
      common ownership and/or control between the Firm or an advisory affiliate and the general
      partners or managers of those clients. Currently, all of our clients are expected to be closed-
      end (meaning they do not accept additional subscribers after a stated offering period)
      investment funds with capital committed by investors that is drawn down and contributed over
      time to purchase investment securities or assets that are not securities and pay expenses. Most
      of our clients do not offer redemption rights or liquidity to their investors. Our clients’ investors
      are usually either institutions or high net worth individuals (including trusts and other family
      investment entities created by those individuals). In some cases, high net worth investors may
      be considered institutional accounts. We do not currently manage separate advisory accounts
      for individual or institutional investors, although, in certain cases, an institutional investor will
      be the only investor or one of only a few investors in an advised private fund. Investors often
      invest in more than one fund or related investment opportunity.

Item 8 – Method of Analysis, Investment Strategies and Risk of Loss
METHOD OF ANALYSIS AND INVESTMENT STRATEGY

      The Firm will advise its clients primarily about making investments in private investment
      opportunities. Each client will have a specific strategy and investment focus that is described
      in the client’s offering memorandum, joint venture or other agreement negotiated directly with
      an investor. Some clients will have strategies similar to other clients. The client’s offering
      materials and/or limited partnership or operating agreement, joint venture or other agreement
      negotiated directly with an investor may include specific guidelines or restrictions on
      investments. The Firm’s role is to (i) find investment opportunities that fit the client’s specific
      strategy, (ii) diligently investigate each investment’s benefits and risks (called due diligence),
      (iii) make recommendations to each client whether to buy, hold or sell an investment, and (iv)
      monitor the performance of investments made. The Firm will review its recommendations
      against any specific guidelines or restrictions on the client’s investments.

      The Firm does not make the final investment decisions. The final investment decisions are
      made by the general partners or managers of the various private investment funds/legal entities
      that are our clients. As stated elsewhere in this brochure, there may be common ownership or
      control between the Firm or an advisory affiliate and some of those general partners or
      managers.

DUE DILIGENCE

      Professional employees of the Firm or its affiliates perform due diligence on each investment
      opportunity. Due diligence will vary depending on the type of investment but will often include
      some or all of the following:

ADV Part 2: Firm Brochure                                                                          Page 8

              •   On-site visits to related company offices
              •   Review, preparation and/or analysis of business plan
              •   Review/negotiation of legal documents relevant to the security to be held
              •   Review of insurance coverage
              •   Review of historical financial information
              •   Research and analysis of market information
              •   Research and review of competition
              •   Review, preparation and/or analysis of financial projections
              •   Review of joint venture or co-investment partners
              •   Lien searches of company assets and real estate
              •   Review of material contracts, customers, and other company data
              •   Review of company inventory

       The above is not an exhaustive list, nor does every item on the list apply to all investment
       opportunities. Our professional employees use their experience and expertise to review each
       investment opportunity in a bespoke and diligent manner. For certain items on the list that
       require special expertise, consultants are permitted to be engaged on behalf of the client to
       perform research and prepare reports. Our employees then review and analyze those third-party
       reports.

       In addition, legal counsel is engaged on behalf of each client to prepare or review and negotiate
       legal documents with reasonable and customary provisions to protect the interests of the client.
       The client pays the fees and costs of consultants and legal counsel performing services on
       behalf of such client. To the extent affiliated consultants or legal counsel are engaged to
       provide services, the fees that are charged are at rates comparable to those charged by third
       party consultants or legal counsel providing such services.

RISK OF LOSS AND RISK FACTORS

       Investing in securities involves risk of loss that clients and investors should be prepared to
       bear. There can be no possibility of profit without risk of loss, including the risk of loss of
       one’s entire investment.

       The types of securities we recommend to our clients are illiquid and speculative. There is no
       guaranty that our recommendations will turn out to be profitable to our clients or their
       investors. Our clients may not be able to sell or liquidate recommended securities or assets if
       our clients need capital for other purposes. Most of our clients do not offer redemption rights
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