The Catalyst Group Inc

Item 5 – Fees and Compensation

Fees
The fees and compensation payable to Catalyst and/or its affiliates in connection with the investment
advisory services provided to its Clients are negotiable and vary among Clients. However, Catalyst is
generally entitled to receive a management fee as well as carried interest based on the profits earned on
each Client’s account (together, the “Fees”). Clients are generally invoiced bi-annually for all Fees incurred
in accordance with the following.
Management Fee. With respect to the Funds, Catalyst typically receives an annual asset-based
management fee (the “Management Fee”) from its Clients calculated as a percentage of each investor’s
commitment. The Management Fee is payable quarterly in advance and is generally between 1% and 2%.
The Management Fee will be prorated for any partial quarter.
Carried/Promoted Interest. Catalyst is also generally entitled to receive carried interest (“Carried
Interest”) from its Clients after all invested capital plus a certain preferred return, including a pro rata
portion of Management Fees paid to Catalyst (as set out in the offering documents) has been distributed to
investors. This Carried Interest is generally between 15-25% and is accrued but only paid upon an actual
liquidation of cash.
The Carried Interest will only be charged to accounts of those investors who are “qualified clients” as
defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended (“Advisers Act”).
Monitoring Fees. Catalyst or its affiliates are also entitled to monitoring fees directly from its portfolio
companies. Such fees received from portfolio companies will offset any Management Fees payable by the
Clients to Catalyst or its affiliates to the extent the monitoring fees are not expense reimbursement items.
Expenses
In addition to the above Fees, Clients will also be responsible for all organizational expenses, which
includes all out-of-pocket costs and expenses associated with the formation, establishment, and furtherment
of the Client’s investment activities. Such expenses may include, but are not limited to, any legal, third
party consulting and accounting expenses (including expenses associated with the preparation of all tax
returns and K-1’s), annual audit fees, insurance for the benefit of Catalyst or its affiliates, other expenses
directly associated with the acquisition, holding and disposition of investments (commissions, fees, costs),
dead deal costs, and any other reasonable expenses incurred by Catalyst or its affiliates in connection with
the Firm’s advisory activities.
Expenses payable by the Client are capped at amounts set out in the respective offering documents.
Outside Compensation for the Sale of Securities
Neither Catalyst nor its supervised persons or affiliates accepts compensation for the sale of securities or
other investment products outside of its association with Catalyst.
The foregoing discussion in Items 5 represents Catalyst’s basic compensation arrangements. The
management fees and incentive allocations described above are structured to comply with Rule 205-
3 under the Advisers Act and applicable state laws. Fees and other compensation are negotiable in

                                                                       Form ADV Part 2A
                                                                The Catalyst Group, Inc.’s Brochure

certain circumstances and arrangements with any particular Investor may vary. Although Catalyst
believes its fees are competitive, lower fees for comparable services may be available from other
investment advisers.

                                                                                 Form ADV Part 2A
                                                                          The Catalyst Group, Inc.’s Brochure

Item 7 – Types of Clients

Catalyst provides investment advisory services to pooled investment vehicles structured as limited liability
companies. Catalyst may in the future provide the same or similar services to other private investment
funds.
Catalyst restricts the number of investors in each Fund and offers membership interests only through non-
public transactions in order to maintain their exclusion from “investment company” status under the
Investment Company Act of 1940, as amended (the “Investment Company Act”).
Prospective investors in the Funds must meet eligibility criteria and are subject to certain withdrawal
requirements and limitations. Prospective investors are encouraged to thoroughly review a Fund’s offering
documents, which set forth all of the terms in detail. Though all Clients generally pursue the same strategy,
offering terms may differ.
Each investor in a Fund generally must be an “accredited investor” (as defined in Regulation D under the
Securities Act of 1933), and an investor who is eligible to enter into a performance fee arrangement under
state and/or federal law, as applicable.
Catalyst generally requires a minimum commitment size in the amount of $5,000,000 for each investor in
a Fund. Catalyst may, in its sole discretion, permit investments below this amount on a case-by-case basis.

                                                                                   Form ADV Part 2A
                                                                            The Catalyst Group, Inc.’s Brochure