TCG Capital Management LP

Item	5:	         Fees	and	Compensation
Management	Fees	and	Carried	Interest

TCG	receives	an	asset-based	management	fee	from	certain	Funds	that	is	generally	equal	to	a	fixed
percentage	of	the	applicable	Fund’s	total	committed	capital	during	the	Fund’s	commitment	period.
As	 further	 specified	 in	 the	 applicable	 Governing	 Documents,	 from	 the	 initial	 closing	 date	 or	 the
effective	date,	as	applicable	for	the	relevant	Fund,	until	a	date	specified	in	the	Governing	Documents
(the	 “Stepdown	 Date”),	 management	 fees	 will	 be	 charged	 on	 a	 fixed	 percentage	 of	 the	 applicable
Fund’s	 committed	 capital	 or	 actively	 invested	 capital	 (including	 the	 amount	 of	 any	 Capitalized
Transaction	Fees	(as	defined	below)	and	capitalized	transaction-specific	expenses).	Actively	invested
capital	 is	 generally	 reduced	 for	 realized	 investments	 and	 decreases	 in	 value	 relating	 to	 certain
investments	 that	 have	 suffered,	 as	 determined	 by	 the	 applicable	 General	 Partner	 in	 good	 faith,	 a
significant	 and	 permanent	 impairment	 in	 value,	 (“Written	 Down	 Amounts”),	 each	 as	 further
described	in	the	relevant	Governing	Documents.	The	management	fee	is	payable	quarterly	in	advance.
If	TCG’s	advisory	agreement	with	an	applicable	Fund	is	terminated,	management	fees	will	be	charged
on	a	pro	rata	basis	through	to	the	date	of	termination,	and	any	fees	paid	in	advance	but	not	earned
will	 be	 refunded.	 	 The	 General	 Partner	of	 an	 applicable	 Fund	 generally	 makes	 capital	 calls	 on	 the
applicable	Fund’s	investors	for	the	amount	of	TCG’s	management	fees	and	pays	the	amounts	received
to	the	Company.

Under	 the	 Governing	 Documents,	 where	 the	 fair	 market	 value	 of	 an	 investment	 exceeds	 the	 total
amount	of	Fund	commitments	or	investment	contributions	relating	to	such	investment,	management
fees	 will	 not	 be	 calculated	 based	 upon	 such	 appreciated	 value,	 and	 will	 instead	 continue	 to	 be
calculated	 based	 on	 the	 amount	 of	 such	 Fund’s	 commitments	 earmarked	 for	 investment
contributions.	Conversely,	the	Governing	Documents	do	not	require	management	fees	to	be	reduced
or	refunded	following	the	occurrence	of	a	writedown,	decrease	(including	a	significant	decrease)	in
fair	value	or	other	event	not	constituting	a	complete	realization,	except	in	the	case	of	investments
meeting	the	relevant	Written	Down	Amount	standard	under	the	Governing	Documents.

As	a	result,	and	as	is	generally	the	case	for	private	funds,	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,	except	in	the	case	of	Written	Down	Amounts.	Except	where	the	Governing	Documents
expressly	provide	to	the	contrary,	management	fees	will	not	be	reduced	(in	whole	or	in	part)	in	the
case	of	partial	sales	or	dispositions,	in	each	case	in	circumstances	that	do	not	result	in	the	complete
disposition	of	the	relevant	Fund’s	interest	therein,	and	even	in	cases	where	the	value	of	the	Fund’s
investment	 or	 the	 Fund’s	 ownership	 percentage	 in	 such	 investment	 has	 been	 reduced	 (including
substantially	reduced)	as	a	result	of	such	transaction.	In	many	circumstances,	the	management	fee
base	will	include	capitalized	transaction-specific	fees	and	capitalized	transaction-specific	expenses
of	 unrealized	 investments,	 including	 certain	 fees	 (such	 as	 Transaction	 Fees)	 and	 capitalized
transaction-specific	 expenses	 paid	 to	 third	 parties,	 TCG	 or	 its	 affiliates.	 In	 addition	 to	 the
management	fees	described	above,	TCG	is	also	entitled	to	receive	a	carried	interest	allocation	from
certain	Funds	after	certain	performance	hurdles	have	been	met,	as	further	described	in	the	applicable
Fund’s	Governing	Documents.		Such	carried	interest	represents	a	portion	of	an	applicable	Fund’s	net
investment	profits.		See	“Item	6	–	Performance-Based	Fees	and	Side-by-Side	Management”	below	for
further	details.

The	 management	 fees	 and	 carried	 interest	 have	 been,	 and	 are	 generally	 subject	 to,	 waiver	 or
reduction	 by	 the	 applicable	 General	 Partner	 with	 respect	 to	 some	 or	 all	 of	 an	 applicable	 Fund’s
investors	in	the	applicable	General	Partner’s	sole	discretion,	as	further	described	in	the	applicable
Fund’s	Governing	Documents.

Co-Investment	 Vehicles	 and	 Alternative	 Investment	 Vehicles	 are	 currently	 not	 subject	 to	 any
management	 fees	 or	 carried	 interest	 distributions.	 	 However,	 TCG	 reserves	 the	 right	 to	 charge
management	 fees	 and	 receive	 carried	 interest	 distributions	 with	 respect	 to	 future	 Co-Investment
Vehicles	 and	 Alternative	 Investment	 Vehicles.	 	 The	 terms	 of	 any	 such	 fees	 and	 carried	 interest
distributions	will	be	negotiated	between	TCG	and	the	underlying	investor(s)	in	the	applicable	Co-
Investment	Vehicle	or	Alternative	Investment	Vehicle	on	a	case-by-case	basis.

The	 Executive	 Investment	 Vehicles	 are	 not	 subject	 to	 any	 management	 fee	 or	 carried	 interest
distributions.	Certain	future	PE	Funds	may	not	be	subject	to	management	fees	or	carried	interest
distributions	but	may	instead	be	charged	differing	fee	and	expense	structures,	as	negotiated	with
investors	in	such	PE	Funds.

Investors	in	a	Fund	should	review	the	applicable	Fund’s	Governing	Documents	carefully	for	a	full
description	of	the	fee	revenues	and	other	compensation	that	TCG	will	receive	from	such	Fund.

Fees	and	Expenses

In	 general,	 each	 of	 the	 Funds	 bears	 all	 costs	 and	 expenses	 incurred	 in	 connection	 with	 the
organization	 of	 the	 Fund,	 its	 General	 Partner,	 and	 other	 entities	 necessary	 to	 organize	 the	 Fund,
including	 without	 limitation,	 third	 party	 legal,	 administrative	 and	 accounting	 fees,	 printing	 costs,
...

Item	7:	         Types	of	Clients
As	 of	 the	 date	 hereof,	 TCG’s	 only	 clients	 are	 the	 Funds.	 	 Investors	 in	 the	 Funds	 generally	 include
endowments,	foundations,	public	and	private	pension	funds,	funds-of-funds,	corporations,	U.S.	and
non-U.S.	institutional	investors,	family	offices,	and	high	net	worth	individual	investors.	Each	Fund
(other	 than	 the	 Crypto	 Funds	 and	 Executive	 Investment	 Vehicles)	 generally	 has	 a	 minimum
investment	 amount	 of	 $500,000	 for	 third-party	 investors,	 and	 in	 the	 case	 of	 the	 Crypto	 Funds,	 a
minimum	 investment	 amount	 of	 $100,000	 for	 third-party	 investors.	 Fund	 interests	 are	 generally
offered	 and	 sold	 solely	 to	 accredited	 investors	 that	 are	 also	 qualified	 clients	 (or	 qualified
knowledgeable	 TCG	 personnel),	 and	 unless	 waived	 by	 the	 relevant	 General	 Partner,	 qualified
purchasers.	Each	General	Partner	generally	is	permitted	to	waive	such	minimum	investment	amount.