Titlecard Capital Group LLC

Item 5         Fees and Compensation

TitleCard Capital and/or a majority owned affiliate serving as a Private Fund’s General
Partner/Managing Member are compensated through a management fee and carried interest for
investment management services provided to the Private Funds. Refer to each Private Fund’s
Governing Documents for further details on specific fee arrangements for each fund.

Management Fee
The management fee is based on a percentage of each Private Fund investor’s committed capital.
The management fee is paid quarterly in advance and is automatically deducted from the Private
Funds’ accounts by the General Partner/ Managing Member. Should a Private Fund terminate its
agreement with TitleCard Capital prior to the end of the quarter, excess management fees will be
refunded.

Investors pay different management fees based on the timing of closing their capital
commitments to the Private Funds. TitleCard Capital or the General Partner/ Managing Member
may waive or reduce the management fee for specific investors, including employees/owners of
TitleCard Capital, at its discretion.

Carried Interest
Private Fund investors pay the General Partner/ Managing Member (a majority-owned affiliate
of TitleCard Capital) a carried interest payment or allocation which represents a portion of the
total return (based on realized gain/loss of portfolio company investments) of the Private Funds,
as specified by a formula in the Private Funds’ Governing Documents. This carried interest
payment generally increases as the total return of a Private Funds increase. Depending on the
performance of the Private Funds, this carried interest compensation may be relatively higher
than compensation received by an investment adviser managing a similar level of assets without
the carried interest arrangement. As a result, this creates a conflict of interest as TitleCard
Capital has an incentive to recommend investments that are higher risk or more speculative in an
effort to generate higher total returns. In order to mitigate this risk, TitleCard Capital has an
Investment Committee charged with approving all Private Fund investment decisions and
monitoring portfolio company investments and Private Funds’ investment portfolios, including
adherence to Private Fund Governing Documents with regard to investment strategy. In
addition, TitleCard employees and/or owners may be invested either in a Private Fund (through
the General Partner/Managing Member) or in a Private Fund portfolio company through co-
investment, which TitleCard Capital believes aligns its employees/owners’ interests with the
interests of the Private Funds and their investors.

                                   TitleCard Capital Group, LLC
                                        Form ADV Part 2A
                                        September 30, 2015

Other Fees Incurred By Private Funds
In accordance with its Governing Documents, each Private Fund generally bears organizational
expenses, including legal, accounting and other similar expenses, incurred in connection with the
formation and organization of the Private Funds and its General Partner/Managing Member,
including the marketing and offering of Private Fund interests.

Each Private Fund bears the cost of normal operations of an investment partnership/limited
liability company including, but not limited to: legal, accounting, tax, audit, insurance, cost of
investor or Advisory Committee meetings, maintenance of bank accounts, and cost of investing
(see below).

Private Funds may be charged a transaction fee by the General Partner/Managing Member, a
majority-owned affiliate of TitleCard Capital, based on a percentage of the total enterprise value
of a portfolio company transaction. This fee is shared by all investors in the transaction,
including the participating Private Funds and any co-investors. Refer to Item 8 for further
information on co-investors.

The General Partner/Managing Member of a Private Fund may receive fees from the Private
Funds’ portfolio companies for ongoing monitoring and/or serving as a director or officer of a
portfolio company.

None of the fees received by TitleCard Capital or a General Partner/Managing Member are used
to offset the management fee. Investors in the Private Funds pay the management fee in full.

Costs of Investing and Failed Deal Fees
The Private Funds participating in a consummated portfolio company transaction pay the costs of
that transaction proportionately along with all other investors in the deal. Typically, the costs of
the transaction will initially be paid for by TitleCard Capital and will be capitalized into the
purchase price to be paid by all investors, including any co-investors.

The costs related to portfolio company transactions which are explored but never consummated
(“Failed Deal Fees”) are 100% borne by the Private Funds that would have participated in the
deal had it been consummated. Co-investors (including, but not limited to, TitleCard Capital
employees, Operating Partners (see below) and key employees of related party service providers
(see below)) do not share in the burden of these Failed Deal Expenses as it would not be
practically possible to allocate such expenses to parties which would not be identified until the
need for the co-investment is apparent (at which point, the likelihood of the deal not being
consummated is remote). This creates a conflict of interest as co-investors share in the benefits
of the Private Funds’ resources for seeking portfolio company transactions without also sharing
in the downside risk related to the costs if those transactions are never consummated.

Operating Partners
TitleCard Capital may engage on behalf of a Private Fund, or recommend a Private Fund
portfolio company engage, certain individuals with a specific knowledge or experience in an
industry or business specialization area (e.g. operations, marketing, etc.) (herein referred to as
...

Item 7         Types of Clients

TitleCard Capital’s clients are private equity funds organized as limited partnerships, limited
liability companies or other pooled investment entities exempt from registration as permitted by
the Investment Company Act of 1940.

TitleCard Capital expects to only have one Private Fund offering accepting new investments at a
given time (the “Active Private Fund Offering”), but a private fund offering could consist of
multiple Private Funds operating in parallel. Private Funds operating in parallel participate
proportionately (based on total committed capital of each Private Fund) in all activities of the
entire fund offering, including investments, income and expenses, regardless of when the Private
Funds are established. Private Funds operating in parallel may have several investor closings at
different times.

TitleCard Capital also manages Side Car Entities, which are Private Funds established for the
sole purpose of participating in a specific portfolio company investment opportunity. Side Car
Entities may include the assets of investors other than the limited partners of the Active Private
Fund Offering, which could include TitleCard Capital employees or owners (“additional
investors”) and may be structured to (a) invest assets of these additional investors alongside the
Active Private Fund Offering or (b) be owned by both the Active Private Fund Offering and any
additional investors. These Side Car Entities are generally only established when TitleCard
Capital’s Investment Committee determines it is in the best interest of the Private Funds to
establish such Side Car Entities and permit investment from the additional investors.

                                 TitleCard Capital Group, LLC
                                      Form ADV Part 2A
                                      September 30, 2015

The investors participating in a Private Fund may include high net worth individuals, other
investment entities or family offices, trusts and other institutional investors. Members of the
General Partner/ Managing Member of a Private Fund may also invest in the Private Fund as a
limited partner investor. TitleCard Capital employees/owners, including entities owned by those
individuals, may be investors in a Private Fund as well. Each Private Fund has a minimum
investment requirement as stated in its Governing Documents, but TitleCard Capital may reduce
or waive this minimum at its discretion.