TCP Management LLC

Item 5: Fees and Compensation

Each Client should review the appropriate Governing Documents for the Client account in conjunction with this
Brochure for more complete information on the applicable fees and expenses.

Management Fees
A management fee (the “Management Fee”) will be payable semi-annually by the Funds to TCP in an amount
equal to 2.0% per annum (1.0% semi-annually). During the Fund's investment period it is charged on each
Limited Partner's capital commitment; after the investment period ends — or, if earlier, once management fees
begin on a successor fund — it is charged on each Limited Partner's funded (contributed) commitment as of the
applicable payment date. The Management Fee will be payable not earlier than each January 15 and July 15 for
the respective semi-annual periods beginning January 1 and July 1 of each year and may be paid from capital
called from the Limited Partners or from amounts otherwise available for distribution.

TCP or an affiliate may, in their sole discretion, waive, rebate, or otherwise vary (but not increase) the
Management Fee payable in whole or in part, or may rebate or waive the Management Fee payable in whole
or in part for certain Limited Partners.

Other Fees
TCP and its affiliates may receive consulting, advisory and other similar fees associated with Portfolio Investments
or proposed Portfolio Investments or commitments made by the Funds. TCP and its affiliates may also receive fees
in connection with transactions that are not completed (i.e., break-up fees). In addition, the Principal, TCP, its
employees and affiliates may receive directors’ fees in connection with Portfolio Investments. The Funds’
allocable share of such fees will first be used to pay unreimbursed related expenses, and, thereafter, 100% of each
Limited Partner’s pro rata share of the Funds’ allocable share of any such remaining fees received by TCP or any
of its affiliates will be applied to reduce, on a dollar for dollar basis, future payments of the Management Fee in
respect of such Limited Partner (but not below zero).

Offering and Organizational Expenses
The Funds will bear all legal, organizational and offering expenses, including the out-of-pocket expenses of the
General Partner and its agents (but excluding placement agent fees), actually incurred (whether or not incurred
prior to the formation of the Funds) in the formation of the Funds and the General Partner up to an amount not
to exceed $2,750,000 (“Organizational Expenses”). TCP will bear full economic responsibility for Organizational
Expenses in excess of $2,750,000 and all fees payable to any placement agent for the Funds through an offset, on
a dollar for dollar basis, against the Management Fee payable by the Funds.

Fund Expenses
The Funds will pay all costs and expenses relating to their operations (“Operating Expenses”, and together with
Organizational Expenses and the Management Fee, “Fund Expenses”), including, but not limited to: (a) the
Management Fee; (b) expenses incurred in connection with the identification, structuring, negotiation, making,
sourcing (including any retainers, success fees, finder’s fees and other compensation paid to investment banks,
consultants, finders and similar persons and subscriptions for industry associations for deal and deal-sourcing
activity), researching (including research, news and data tools), holding, monitoring, development, ownership,
operation, management, financing, sale, restructuring, proposed sale or restructuring, other disposition or
valuation of Portfolio Investments, bridge financings and temporary investments or Portfolio Investments and
temporary investments considered for the Funds (including due diligence in connection therewith), including,
but not limited to, legal, accounting, audit, consulting, appraisal, travel (including first-class airfare for

TCP Management LLC                                                  Form ADV Part 2A Brochure

commercial flights, car or ride sharing services, or other modes of transportation), lodging, meals,
entertainment (including closing dinners), hedging and other expenses, the attendance at conferences and
meetings in connection with the sourcing or evaluation of potential Portfolio Investments or specific sectors or
industries solely to the extent that such conferences and meetings are in furtherance of Fund business, TCP
Operations Operating Expenses (to the extent not borne by a Portfolio Company), and expenses for business
development and entertainment directly related to the development and management of Portfolio
Investments and any prospective Portfolio Investments, in each case, to the extent that such fees and expenses
are not reimbursed by a Portfolio Company or other third party; (c) premiums for D&O insurance and other
insurance protecting the Funds and any indemnified party from liabilities; (d) legal, trustee, paying agent,
record-keeping, auditing and accounting fees and expenses; (e) expenses related to the administration of the
Funds or their subsidiaries, including, but not limited to, fees, expenses and costs of a third party administrator,
fees, expenses and costs incurred in connection with the preparation and circulation of drawdown notices and
distribution notices (including, without limitation, fees, expenses and costs of any software or data portal and
other service providers), the maintenance of the Funds’ books of account and the preparation of audited or
unaudited financial statements required to implement the provisions of the Governing Documents or by any
governmental authority with jurisdiction over the Funds (including those of independent auditors,
accountants and counsel, those of preparing and circulating the reports called for by the Governing Documents
(including, without limitation, Schedules K-1 or other similar schedules), and any fees or imposts of a
governmental authority imposed in connection with such books and records and statements) and other routine
...

Item 7: Types of Clients

TCP provides investment advice to privately offered pooled investment vehicles as described in Item 4 above.
The Governing Documents set forth the eligibility criteria for Limited Partners and further details on minimum
investments. The minimum initial investment in the Funds is $5 million, although the General Partner reserves
the right to accept commitments of lesser amounts in its discretion.

Each Fund relies on an exemption from registration under the Investment Company Act of 1940, as amended
(the “Investment Company Act”), pursuant to Section 3(c)(1), Section 3(c)(7), or both, as applicable to the
relevant Fund. Interests in the Funds are offered on a private placement basis in reliance upon Rule 506(b) of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and each Limited Partner
generally must qualify as an ‘accredited investor’ as defined in Rule 501 of Regulation D. In addition, in any
Fund relying on Section 3(c)(7), interests are offered only to investors who are ‘qualified purchasers’ as defined
in Section 2(a)(51) of the Investment Company Act.