Trace Capital Management LP

Item 5. Fees and Compensation

Fees
Below is a general summary of how Trace is compensated by its clients. Existing and prospective investors
should refer to a fund’s offering documents, investment management agreements or other governing
agreements for specific information related to that fund.

Trace is compensated for its private funds advisory services through a quarterly fee based on a percentage
of assets under management of each of its fund clients, generally payable in advance. This management
fee generally ranges from 1% to 2% per annum of capital commitments and generally is reduced upon the
end of a fund’s commitment period. Following expiration of the commitment period, the management
fee is generally paid only on remaining invested capital, as set forth more fully in Item 8—Methods of
Analysis, Investment Strategies and Risk of Loss—Risk Factors—General Risk Factors—Management Fees
and Carried Interest. Investors who participated in a fund after the initial closing of the fund are still

responsible for payment of the management fee from the initial closing date of the fund. Investors of the
Trace funds pay management fees via capital contributions called by Trace (or Trace deducts the
applicable amount from distributions), based on their aggregate capital commitment to such Trace fund.

As explained in more detail in the offering documents of each client, the general partner typically receives
20% of distributions from investments (“carried interest”) generally after 100% of capital contributions
for investments and fund expenses are returned to investors of a client and investors receive a preferred
return (typically, an 8% preferred return). In accordance with the funds’ offering documents or other
governing agreements, carried interest allocations are generally subject to general partner catch-ups,
certain tax-related distributions, and a “clawback” obligation requiring Trace to return excess distributions
to investors in the event that Trace receives more than its carried interest percentage of profits on an
aggregate basis over the life of a fund. In the event that tax distributions exceed the actual amount of
carried interest to which we are entitled, we are not obligated to return any such excess distributions.

Employees of Trace who are investors of our clients do not pay management fees or carried interest, and
investors in our co-investment vehicles may also not pay a management fee or carried interest. After
payment of all overhead and expenses, Trace principals and persons will receive residual portions of the
management fee, carried interest or other compensation received by Trace and its affiliates. Trace is also
authorized to reduce management fees and/or carried interest through side letter arrangements in
certain instances, for example where certain investors have made an early commitment, a large
commitment, multiple commitments or any other material concession to one or more of the funds.

Trace charges the management fee described above on a quarterly basis. The performance-based fee, or
carried interest, is distributed to Trace in accordance with the terms of the applicable partnership
agreement of a Trace fund.

Other Fees and Expenses
Certain additional fees are paid to Trace or to a Trace fund’s general partner, managing member, or
affiliates. In particular, we and our affiliates receive certain fees from portfolio companies in which the
Trace funds invest such as break-up, monitoring, directors’, organizational, setup, advisory, underwriting,
syndication, transaction, closing and other similar fees in connection with the purchase, monitoring or
disposition of investments or from unconsummated transactions, including warrants, options, derivatives
and other rights in respect of securities owned by the Trace funds (collectively, “Other Fees”). Investors
will receive the benefit from certain such fees only as set forth in a client’s offering and governing
documents. All or a portion of the fund’s pro rata share of these Other Fees could in certain circumstances
offset the management fees otherwise payable by investors in such Trace fund. In certain but not all
circumstances, co-investment vehicles pay management fees. For the avoidance of doubt, any
management fees paid by a co-investment vehicle do not offset management fees paid by the Trace funds.

Trace generally has discretion over whether to charge Other Fees and, if so, the rate, timing or amount.
In many cases, Other Fees are based on value or other metrics relating to a portfolio investment, but also
have the potential to be charged on a flat-fee basis or based on another metric, and there can be no
assurance that the amount of Other Fees charged will be proportional to the amount of hours of work
performed or tangible work product generated on behalf of the portfolio investment. Other Fees could
also include amounts prepaid in anticipation of future services. Although such prepaid fees generally will
be based on the anticipated level and duration of services that Trace believes at the time of such
prepayment or acceleration are likely to be provided to the portfolio investment, over time, they have the

potential to differ from the amount that is ultimately incurred with respect to services ultimately provided
to such portfolio investment.

Although the management fee will be offset by a Trace fund’s portion of Other Fees based on the
applicable offset percentage in the fund’s governing documents, such offset also gives rise to certain
conflicts of interest. To the extent that any other fund or any other entity or individual co-invests alongside
a fund in any portfolio investment, any Other Fees will be allocated among such fund and the co-investors
in proportion to the cost of the investment or potential investment in the portfolio investment held (or
committed to be held) by each. Further, subject to the relevant governing documents, to the extent that
...

Item 7. Types of Clients

All of Trace’s clients are private equity funds sponsored by Trace. We offer interests in the Trace funds
only to “qualified purchasers” and “knowledgeable employees” (each as defined under the Investment

Company Act of 1940, as amended). Investment advice is provided directly to the funds and not
individually to the investors of the funds. Investors participating in the Trace funds include high net-worth
individuals, banks or thrift institutions, sovereign wealth funds, pension and profit-sharing plans, trusts,
estates, charitable organizations or other corporations or business entities and also could include, directly
or indirectly, past or current service providers, members of the management of a fund’s portfolio
company and principals or other employees of Trace.

Typically, the Trace funds require minimum investment amounts ranging from $1MM to $5MM, but such
amounts have been and in the future will be reduced with the prior agreement of Trace, subject to
applicable legal requirements.