TACP Manager LLC

Item 5: Fees and Compensation

A. Fee Schedule

Management and Other Fees

Pursuant to a non-cancellable investment management agreement, the Firm typically receives an annual
management fee (payable quarterly in advance) of 1% of the amount of invested capital from each LLC
member plus a performance fee allocation of 10% of the profits when, as, and if realized from the
investment up to a certain target IRR (internal rate of return,) with higher incentive payments above that
target. For some LLCs, if capital is returned during the course of a year, a pro-rata portion of the related
management fee will also be returned. Fees for each LLC and their term are described in detail in each
LLC’s subscription documents or LLC agreement. At the Firm’s discretion, fees may be waived for members
who are employees or investors in affiliates of the Firm. See Item 11.C, regarding employee investments
in TACM products. Substantial institutional members may be able to negotiate other terms.

In addition, the Firm may earn management, consulting, directors, and/or investment banking fees from
the LLC or the Company. Other than its interest (via performance fees) in the ultimate profitability of the
members’ interests in the LLC, the Firm does not usually have a capital investment in the LLC.

Pursuant to the Firm’s investment management agreement with each LLC, the Firm will receive an annual
management fee that customarily is based on the net contributed capital of each member's account in
the LLC. Such fees may be paid monthly or quarterly in advance, depending on the particular requirements
of each LLC. Management fees may also be calculated based on aggregate net capital of certain members
in an LLC. Certain LLCs also offer “breakpoints” for fees based on net investment amounts held in a

 As of 12/31/2018 the discretionary regulatory assets under management for TACP Claire’s was $1,560 and the
discretionary regulatory assets under management for TACP was $0. Neither TACP or TACP Claire’s is eligible to
remain registered as an investment adviser with the SEC and both intend to withdraw their registration within 180
days of their fiscal year end.

member's capital account; such breakpoints generally permit the Firm to charge lower fees for higher net
investment amounts held in a capital account, and higher fees for smaller accounts. For these purposes,
a net investment amount is generally calculated based on a member's contributions, withdrawals, and
distributions and is not based on capital appreciation or depreciation in an account.

Certain LLCs may permit the Firm to receive performance-based fees or allocations based on the net
capital appreciation (i.e. capital appreciation less capital depreciation) of each member's account in such
funds. For certain LLCs, the performance-based fee or allocation is payable only if, and to the extent that,
the net capital appreciation of the member's account exceeds any net capital depreciation accumulated
in the prior performance period (as adjusted for withdrawals of capital). The performance allocation to
the Firm may be dependent upon certain threshold rates of return or multiples of invested capital. See
Item 5.B. The capital account of the Firm, as general partner or managing member of each LLC, is not
included when calculating any such fees or compensation. Performance fees may be up to 25% of realized
capital gains, though an LLC may require a higher or lower fee allocation. Depending on the terms of the
LLC, the Firm may retain discretion to, waive, rebate, or calculate differently the performance based fee
as to all or any of the members in an LLC or agree with a member to waive or alter the performance fee
distribution as to that member.

Members should see Item 5.B below and refer to the applicable Offering Documents or LLC agreements
for more details related to calculation and payment of fees.

B. Payment Method
Calculation and Payment of Fees:

Management Fees are calculated as a percentage of the LLC member’s capital account as of an
anniversary or as specified in the LLC agreement or member’s side letter. The annual fee amount is
invoiced in quarterly installments in advance and is paid directly by the member to the Firm.

Performance Fees are calculated at the time that funds are to be distributed to the members of an LLC
according to the methodology described in the LLC agreement or member’s side letter. Any Performance
Fee due to the Firm is deducted from the amount to be distributed to the member and reallocated to the
Firm’s capital account prior to the distribution to the member.

Internal Rate of Return (IRR) calculations constitute determining that single, uniform, time weighted
annualized compound interest rate that appreciates the initial capital contribution and all subsequent
contributions or distributions to arrive at the final value of the member’s capital account, allowing for the
time intervals between the initial contribution, each capital event, and the final value. The IRR calculation
is an iterative one performed by a calculator or computer to determine that time weighted annualized
compound interest rate that best fits the amount and timing of the capital events.

When the Firm’s performance fee is based upon a percentage of the member’s gain (Manager’s
Allocation) that is in excess of an agreed IRR (the “Hurdle Rate”), the calculation is performed as follows:

      •   First the member’s Total Gain in dollars is determined by summing all of the distributions made
          to the member (including the final proposed distribution) less the sum of all of the member’s
          capital contributions.

      •   Next, the IRR calculation is provided with the dates and amounts of all of the member’s capital
          contributions and distributions except for the final distribution amount, the Hurdle Rate is
          entered and the IRR calculation is asked to determine the final distribution amount that will
...

Item 7: Types of Clients

As noted above, TACP and TACP Claire’s are no longer eligible to remain registered as investment advisors
with the SEC and intend to withdraw their registration. TACM continues to be eligible for registration as
an investment adviser and intends to file its own registration statement with the SEC. Once TACM’s
registration as an investment adviser is declared effective by the SEC, TACP and TACP Claire’s will file an
ADV-W and withdraw their registration from the SEC. In the event TACP Claire’s has not received the
nominal outstanding cash receivable and distributed the cash to its limited partners before June 30, 2019,
TACP Claire’s may elect to maintain its registration with the SEC as a “relying adviser” of TACM and will
be added to Schedule R of TACM’s Form ADV Part 1A.

The Firm’s clients are the LLCs, which are pooled investment vehicles/private funds. Members of the LLCs
must be “accredited investors” under Regulation D under the Securities Act of 1933, “qualified
purchasers,” or “knowledgeable employees” as such terms are defined in the Investment Company Act.
For those LLCs which charge a performance fee or incentive allocation, members subject to the
performance fee must also be eligible to enter into a performance arrangement under the Advisers Act.

Members of the LLCs may include high net worth individuals, trusts, pensions, foundations, corporate
entities, and/or other foreign or domestic public or private funds.

The minimum investment required by a member in an LLC typically ranges from $100,000 to $500,000,
though the amount could be more or less, depending on the requirements of the relevant LLC. Investment
minimums are generally subject to waiver by the Firm.

Members should review the Offering Documents, Subscription Documents, or LLC Operating Agreement
for the relevant LLC for further information with respect to minimum requirements for investment.

As noted above, the Firm does not intend to advise any new investment advisory clients or LLCs and is not
seeking new investments for its LLCs. Moreover, TACP Claire’s and TACM will conclude their investment
advisory activities once all of the underlying investments held by their respective LLCs have been realized
and capital returned to limited partners. Notwithstanding the foregoing, client investors in certain LLCs
may be given the opportunity to make additional capital contributions to their existing investment in the
relevant Company.