Sagard Holdings Manager US LLC

ITEM 5 – FEES AND COMPENSATION
Sagard US and/or its affiliates receive management fees from the Advisory Clients. The Funds may also
indirectly incur or generate other fees payable to Sagard US, depending on the nature of the portfolio
activities. Certain fees generally will reduce management fees otherwise payable to Sagard US as
described below. Sagard US 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 US 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 US receives a management or credit 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. Where the context permits throughout this Brochure, any references to a “management fee”
shall also be deemed to include the credit services fee paid by the SPC Fund and any other fund
receiving such fee. 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 US in advance or in arrears of
the particular quarter or month. Additionally, Sagard US may waive or reduce management or services
fees for certain Investors at its discretion as disclosed in the Offering Documents of the applicable
Fund. Among other expenses, the SPC Funds and their subsidiaries will pay their respective general
partners a general partner fee which is an annual fixed fee for certain management and administrative
services, plus applicable tax, as documented in the Offering Documents for the SPC Funds. 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 aggregate investment(s) in portfolio companies that have not been fully disposed of or
permanently written off (such investments, “Impaired Investments”). The treatment of Portfolio
Company Fees (including transaction fees payable to Sagard US 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 US and the amount of the refund will be
determined at Sagard US’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 US 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 US 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 US intends to deal with these fees. The amount and timing of Portfolio Company
Fees received by Sagard US 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 US and its affiliates, and
the Funds and their Investors, because the amounts of these Portfolio Company Fees and
reimbursements may be substantial and the Funds and the Investors do not have a direct interest in
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ITEM 7 – TYPES OF CLIENTS
As further described in Item 4 above, Sagard US provides investment advisory services to the Funds,
each a privately offered pooled investment vehicle, and not individually to the Investors. In addition,
Sagard US provides investment advisory services to a limited number of institutional clients via SMAs.
Sagard US 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 US 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.