Sequel Holdings LP

Item 5: Fees and Compensation

FEE SCHEDULES
Capital Funds
In consideration of our advisory services, we and/or certain of our affiliates generally are entitled
to receive management fees and/or carried interest distributions with respect to the Capital Funds.
Investors should carefully review the offering and governing documents of the applicable Capital
Fund for a description of the fees applicable to it. Nevertheless, an overview of the fee schedule
applicable to each Capital Fund is set forth below.
Management Fees. We are entitled to receive a management fee from each Capital Fund in
accordance with the terms and conditions set forth in the applicable governing and/or offering
documents. The management fee with respect to the Capital Funds generally is equal to 0.5%
(2.0% per annum) (i) of the aggregate capital commitment of each investor during the investment
period of the applicable Capital Fund, and thereafter (ii) of the aggregate capital contributions
made by each investor in respect of unrealized investments, reduced proportionally by the amount
of any net write-ups and write-downs associated with the unrealized investments.
Notwithstanding the foregoing, the management fees with respect to Fund III generally are
reduced and offset by (a) fifty percent (50%) of the applicable Fund’s allocable share of any
onboarding fees received from an actual or potential Portfolio Company; and (b) fifty percent
(50%) of the applicable Fund’s allocable share of any exit fees received from a Portfolio Company.
The management fees with respect to Fund IV generally are reduced and offset by
(a) twenty-five percent (25%) of the applicable Fund’s allocable share of any onboarding fees
received from an actual or potential Portfolio Company; and (b) twenty-five percent (25%) of the
applicable Fund’s allocable share of any exit fees received from a Portfolio Company.
Carried Interest Distributions. The respective general partner of a Capital Fund generally is
entitled to receive a carried interest distribution equal to 20% of profits derived from the
disposition of investments (following a return of aggregate capital contributions attributable to
disposed investments and a preferred rate of return of 8% to investors). Upon termination of a
Capital Fund, its general partner generally is required to return carried interest distributions to such
Capital Fund to the extent that they exceed amounts that would have been distributed to the general
partner as carried interest distributions if such carried interest distributions were calculated on an
aggregate basis covering all transactions of the Capital Fund (subject to the terms and limitations
set forth in the applicable partnership agreement).
Each investor in a Capital Fund generally is required to represent that it is, among other things, a
“qualified client,” as such term is defined in Rule 205-3 under the Advisers Act. See Item 7.
Management fees and/or carried interest distributions generally are not negotiable. However, the
general partner of each Capital Fund has entered into, side letter agreements or arrangements with
one or more investors in that Capital Fund that alter, modify or change the terms of the interests
held by such investors.

Co-Investment Funds
Management Fees. Neither we nor any of our affiliates generally are or will be entitled to receive
any management fees with respect to the Co-Investment Funds.
Carried Interest Distributions. The general partner of a Co-Investment Fund generally is entitled
to receive carried interest distributions equal to a percentage of profits derived from the disposition
of investments (following certain tiered returns of aggregate capital contributions attributable to
disposed investments and a preferred rate of return to investors ranging from 10% to 20%). Upon
termination of a Co-Investment Fund, its general partner generally is required to return carried
interest distributions to the Co-Investment Fund, to the extent that they exceed amounts that would
have been distributed to the general partner as carried interest distributions if such carried interest
distributions were calculated on an aggregate basis covering all transactions of the Co-Investment
Fund (subject to the terms and limitations set forth in the applicable partnership agreement).
Each investor in a Co-Investment Fund generally is required to represent that it is, among other
things, a “qualified client,” as such term is defined in Rule 205-3 under the Advisers Act.
See Item 7.
SPVs
Neither we, nor any of our affiliates, generally are entitled to receive any management fees or
carried interest distributions with respect to the SPVs; provided, however, one of our affiliates
receives certain return-based fees pursuant to a side letter with one of the investors in an SPV.

PAYMENT OF FEES
 Management fees are payable by Fund III and Fund IV on the first day of each calendar quarter
in advance. Each investor is responsible for its pro rata portion of any such management fees.
Management fees are typically funded with capital contributions drawn for such purpose but may
also be funded with proceeds from investments. Installments of the management fee payable for
any period other than a full calendar quarter are adjusted on a prorated basis according to the actual
number of days in that period.
The amount of management fees otherwise payable to the general partner of Fund III and Fund IV
generally are reduced by any offering and organizational expenses in excess of $750,000.
Carried interest distributions with respect to the Capital Funds and the Co-Investment Funds are
calculated from time to time upon the disposition of investments by such Fund and are distributed
to the general partner thereof (following a return of aggregate capital contributions and a preferred
rate of return to investors, as more particularly described above).
OTHER FEES AND EXPENSES
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TYPES OF CLIENTS
We only provide investment advisory services with respect to the Funds and the SPVs. We may in
the future provide or perform investment advisory services with respect to other types of clients.
ACCOUNT REQUIREMENTS
Capital Funds
The Funds are no longer accepting capital commitments.
Each investor in the Funds generally was required to represent that it was, among other things, an
“accredited investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities
Act.
Each investor in Fund III, Fund IV, and the Co-Investment Funds was required to represent that it
was also, among other things, a “qualified client,” as such term is defined in Rule 205-3 under the
Advisers Act.
SPVs
Each investor in the SPVs generally is required to represent that it is, among other things, an
“accredited investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities
Act.