Sagard Holdings Manager LP

ITEM 5 - FEES AND COMPENSATION​
Sagard and/or its affiliates receive management fees from the Advisory Clients. The Funds may also indirectly
incur or generate other fees payable to Sagard, depending on the nature of the portfolio activities. Certain fees
generally will reduce management fees otherwise payable to Sagard as described below. Sagard and/or its
affiliates also receive carried interest, performance fees, a performance allocation or analogous profit
allocations (a “Performance-Based Fee”). Performance-Based Fees are discussed in Item 6. The Advisory
Clients may also bear certain out-of-pocket expenses incurred by Sagard in connection with the services
provided.
The following sections discuss the most common fees and expenses, each of which are described in more detail
in the applicable Offering Documents for each Fund or the investment management agreement for each SMA.
    A.​ Management Fees
As an investment adviser to the Funds, Sagard receives a management or services fee, at a rate which is
generally payable monthly or quarterly as a percentage of committed or invested capital, a percentage of the
net asset value or as a percentage of the capital contributions and the amount of any outstanding borrowing of
the applicable Fund, as documented in the Offering Documents for each Fund. Depending upon the particular
Fund, and as described in the Offering Documents for each Fund, the management or services fee may be paid
to Sagard in advance or in arrears of the particular quarter or month.
Additionally, Sagard may waive or reduce management or services fees for certain Investors at its discretion as
disclosed in the Offering Documents of the applicable Fund. Unless otherwise agreed with a Fund’s investors,
management fees will continue to be payable during any term extensions.
On a date specified in the Offering Documents (the “Stepdown Date”), the management fee may decrease and
thereafter be calculated based on the amount of invested capital or fair value associated with the Fund’s
investment(s) in portfolio companies that have not been fully disposed of or permanently written off (such
investments, “Impaired Investments”). For certain funds employing this structure, management fees following
the Stepdown Date may not be reduced or refunded solely as a result of partial realizations, dividends,
recapitalizations, or decreases in value, to the extent the Fund continues to hold an interest in the relevant
portfolio investment, except where such events constitute a full disposition or an Impaired Investment.
However, this framework applies only to certain funds and is subject to the specific terms of the applicable
Offering Documents and LPAs. Other funds may calculate management fees based on NAV or otherwise adjust
fees to reflect realizations, write-downs, or changes in value.

The treatment of Portfolio Company Fees (including transaction fees payable to Sagard and its affiliates) varies
by fund. In certain cases, such fees may instead be applied as an offset against management fees and/or may not
be included in invested capital for management fee purposes. Accordingly, any impact on the management fee
base, and whether such treatment results in an increase in management fees, will depend on the specific terms
of the applicable Offering Documents.
The Offering Documents generally do not provide for the reimbursement or refund of management fees in the
event of Dispositions or Impaired Investments occurring mid–calculation period, with any impact instead
reflected prospectively through adjustments to the applicable fee base.
Management fees for each SMA are individually negotiated and are generally charged on a quarterly basis (in
advance or in arrears), and may be either invoiced directly to clients or deducted from client accounts.
To the extent a management fee is paid by an Advisory Client in advance and the applicable investment
management agreement is terminated before the end of a billing period, the Advisory Client may obtain a
refund of the management fee by contacting Sagard and the amount of the refund will be determined at
Sagard’s sole discretion acting reasonably and in accordance with the Offering Documents.
    B.​ Portfolio Company Fees
In addition to the management fees and Performance-Based Fees, Sagard and its affiliates may from time to
time receive a variety of other cash, equity and other non-cash fees relating to the investment activities of a
Fund, its portfolio companies and prospective portfolio companies, including monitoring fees, transaction fees,
consulting fees, advisory fees, director fees and other similar fees, break-up fees and litigation proceeds from
transactions not consummated by a Fund, work fees, commitment fees, closing fees, origination fees and/or
other fees and annual retainers from, or with respect to, the portfolio companies and prospective portfolio
companies (collectively with the other fees described in this section, “Portfolio Company Fees”).
Sagard does not expect to receive Portfolio Company Fees in any substantial amount in connection with most of
its Funds though with respect to certain Funds, Portfolio Company Fees may be substantial. In instances where
Portfolio Company Fees are received, the disclosure in this section explains how Sagard intends to deal with
these fees. The amount and timing of Portfolio Company Fees received by Sagard or its affiliates are generally
specified in the agreements governing the applicable transaction.
Portfolio Company Fees may be paid in cash, in securities of the portfolio companies, prospective portfolio
companies or investment vehicles (or rights thereto) or otherwise. The payment of Portfolio Company Fees and
reimbursements by portfolio companies and prospective portfolio companies will, in some, but not all,
circumstances create a conflict of interest between Sagard and its affiliates, and the Funds and their Investors,
...

ITEM 7 - TYPES OF CLIENTS​
As further described in Item 4 above, Sagard provides investment advisory services to the Funds, each a
privately offered pooled investment vehicle, and not individually to the Investors. In addition, Sagard provides
investment advisory services to a limited number of institutional clients via SMAs. Sagard may in the future offer
investment advisory services to other pooled investment vehicles, other SMAs or in respect of other investment
products.
To the extent required under applicable securities laws and regulations, the Investors in the Funds are
“accredited investors” in reliance upon the exemption from registration provided by Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder.
Sagard generally imposes an initial investment minimum to invest in a Fund but may waive any such
requirements at its discretion. Investors or clients may also be subject to additional qualifications based on,
among other things, legal or regulatory requirements associated with the vehicle or investment strategy.