Shamrock Capital Advisors LLC

Item 5: Fees and Compensation

Management Fee 2

During their respective commitment periods, the Funds pay to Shamrock an annual investment
management fee (“Management Fee”) equal to a percentage (generally 1.5% to 2%, depending
on the Fund) of the total capital commitments or contributions (regardless of whether such
capital has been invested) of the Investors in the applicable Fund. This fee is payable in advance
on a quarterly 3 basis and will be offset by a portion of certain other fees or compensation, other
than performance fees, received by the Firm or applicable GP related to the investments of the
Fund.

Thereafter, at the earlier of (i) the conclusion of the commitment period of the Fund, (ii) the date
on which 90% of the Fund’s commitments have been drawn down, or (iii) the date upon which
Shamrock begins to collect Management Fees with respect to a subsequent Fund (the
“Stepdown Date”), the Management Fee will be based on a percentage (generally 1.5% to 2%,
depending on the Fund) per annum of the aggregate amount of capital contributions (including,
where applicable, a Fund borrowing component (including interest expenses) and the amount of
any capitalized Supplemental Fees (as defined below)) related to a Fund’s investments that have
not been subject to a disposition (to the extent disposed of), permanently written off, or subject
to a write-down for more than three years but only to the extent of such write-down (such
investments, “Impaired Value Investments”), or the Fund’s net asset value, as applicable. Due
to differences in the criteria set forth in their respective Governing Documents, in the event
where more than one Fund participates in an investment, there is the possibility that an
investment will become an Impaired Value Investment for purposes of one Fund’s Governing
Documents but not those of one or more other Funds. In our sole discretion, we reserve the
right to waive or defer all or any portion of the Management Fee or performance-based fee (see
Item 6) with respect to an Investor in any Fund.

 Pursuant to the Governing Documents of Shamrock Capital Growth Fund III, L.P. (“Fund III”), the Management
Fee is payable in advance on a semi-annual basis. However, effective as of the fourth quarter of 2021, Management
Fees are no longer payable in respect of Fund III. Management Fees (if any) for all other Funds are payable either
quarterly in advance or quarterly in arrears, as determined by the Governing Documents of each Fund.

Shamrock Capital Advisors, LLC                                                          Form ADV Part 2A

Under the Governing Documents, where the fair market value of an investment exceeds the total
amount of investment contributions relating to such investment, post-Stepdown Date
Management Fees will not be calculated based upon such appreciated value and will instead
continue to be calculated based on the amount of applicable investment contributions.
Conversely, the Governing Documents do not require Management Fees to be reduced or
refunded following the occurrence of a write-down, or a decrease (including a significant
decrease) in fair value, except in the case of investments meeting the relevant Impaired Value
Investment standard under the Governing Documents. For the avoidance of doubt, following the
Stepdown Date, if the fair market value of an Impaired Value Investment is less than the total
amount of investment contributions relating to such Impaired Value Investment, then the amount
of Management Fees otherwise payable relating to such investment will be reduced solely based
on the ratio of the fair market value of each relevant remaining investment(s) as compared against
the amount of total investment contributions relating to such investment(s) as of the date of the
relevant event.

As a result, for Funds where the Management Fee is based on capital contributions related to a
Fund’s investments instead of net asset value, the amount of Management Fees generally will not
correspond with fluctuations in the net asset value of individual investments or of a Fund, including
following the relevant investment period, and will not be reduced in connection with any write-
downs (whether temporary or permanent), except in the case of Impaired Value Investments.

In many circumstances, the post-Stepdown Date Management Fee base will generally include
capitalized transaction-specific fees and expenses of unrealized investments, including certain fees
(such as Supplemental Fees) and expenses paid to service providers (including suppliers, vendors,
consultants, lenders, law firms (including Fund or transaction counsel), transaction service
providers and their respective affiliates, personnel and related investment vehicles (together,
“Service Providers”)), Shamrock or its affiliates. 4 Further, Management Fees generally will not
be reimbursed or refunded under the Governing Documents in the event of realizations,
dispositions or partial write-downs or write-offs that occur partway through the relevant
calculation period.

The Governing Documents set forth the full list of terms under which Management Fees will be
reduced, offset or otherwise be limited, and consequently Investors should expect to bear the
full specified Management Fee rate in the Governing Documents until they are reduced in the
circumstances and on the date(s) specified therein.

To the extent specified in a Fund’s Governing Documents, Shamrock or an Advisory Affiliate will
be permitted to receive certain supplemental fees and other amounts (“Supplemental Fees”)
consisting of directors’ fees, transaction fees, monitoring fees, advisory fees, break-up fees and
other similar fees in connection with the investment activities of the relevant Fund. A Fund’s
Governing Documents generally will provide that Supplemental Fees received by Shamrock will
be credited against Management Fees otherwise owed to Shamrock in a specified percentage
...

Item 7: Types of Clients

Investors in the Funds may include a variety of institutional investors and high net worth

Shamrock Capital Advisors, LLC                                                   Form ADV Part 2A

individuals, as well as Principals or other personnel of Shamrock and its affiliates and members of
their families or other Service Providers retained by Shamrock or a Fund. Each Investor will be a
“qualified purchaser” as defined under the Investment Company Act of 1940, as amended (the
“Investment Company Act”); as a result, each Fund seeks to avail itself of the exemption
from registration as an investment company set forth in Section 3(c)(7) of the Investment
Company Act. We require Fund Investors to make representations concerning their financial
sophistication and ability to bear the risk of loss of their entire investment.

The minimum initial investment in a Fund is $10,000,000 or such lesser amount as determined in
the sole discretion of each Fund’s GP.