Rainier Capital Partners LP

Item 5 - Fees and Compensation
Non-affiliated interests in the Funds are only offered to “qualified purchasers” as defined in the Investment
Company Act. As such, Rainier is not required to provide a detailed fee schedule herein. Investors and
prospective Investors should refer to the Funds’ Operative Documents for a detailed description of the fees
associated with investments in the Funds.
Rainier deducts management fees (the “Management Fee”) directly from the Funds’ assets on a quarterly basis.
The Firm may also be entitled to a performance fee (the “Carried Interest Distribution”), based on realized
gains from investments above a performance benchmark. Carried Interest Distributions, if applicable, are
deducted directly from Funds’ assets as investments realize gains and not on a pre- determined scheduled.
While not an exhaustive list, in addition to the Management Fee, the Funds will generally pay, or reimburse
the general partner (or an affiliate thereof) for, all other fees, costs, expenses, liabilities and obligations relating
to the Funds and/or their subsidiaries’ activities, business, portfolio companies or actual or potential
investments (to the extent not borne or reimbursed by a portfolio company or potential portfolio company),
including all fees, costs, expenses, liabilities and obligations relating or attributable to: (i) activities with
respect to origination, identifying and sourcing of investment opportunities for the Funds, including meeting

with consultants, broker-dealers, investment banks and other sources of investments and developing an
investment pipeline; (ii) activities with respect to the structuring, organizing, negotiating, consummating,
financing, refinancing, diligencing (including any subscriptions to any periodicals, databases and/or research
services), acquiring, bidding on, owning, managing, monitoring, operating, holding, hedging, restructuring,
trading, taking public or private, selling, valuing, winding up, liquidating, dissolving or otherwise disposing
of, as applicable, the Funds’ portfolio companies and their actual and potential investments (including follow-
on investments) or seeking to do any of the foregoing (including any associated legal, financing, commitment,
transaction or other fees and expenses payable to attorneys, accountants, tax professionals, investment
bankers, lenders, expert networks, third-party diligence and deal- sourcing software and service providers,
consultants and similar professionals in connection therewith and any fees and expenses related to transactions
that may have been offered to co-Investors), whether or not any contemplated transaction or project is
consummated and whether or not such activities are successful;
Current and prospective Investors should refer the relevant Funds’ Operative Documents for a more fulsome
list of relevant Fund expenses

Item 7 - Types of Clients
As described in Item 4, Rainier provides discretionary investment advice to the Funds, which are private
investment vehicles that are exempt from registration under the Investment Company Act. Investors in the
Funds are limited to individuals and entities that meet certain suitability criteria including “accredited
Investors”, “qualified clients” and “qualified purchasers.” The Funds are marketed exclusively to institutional
Investors and high net worth individuals that meet these criteria.
In general, the minimum investment for the Funds is $5 million; however, this minimum may be waived at the
discretion of the general partner of each Fund.