TREZ Capital Fund Management Limited Partnership

Item 5: Fees and Compensation

DESCRIPTION OF COMPENSATION AND FEE SCHEDULE
In consideration of our advisory services, we and/or certain of our affiliates generally are or may be entitled to receive
management fees and/or carried interest distributions with respect to each U.S. private fund client. In addition, we
and/or our affiliates generally are or may be entitled to receive other types of compensation or fees from or with
respect to our U.S. private fund clients or their investments including, without limitation, acquisition fees and exit
fees. Investors should carefully review the offering and governing documents of each U.S. private fund client for a
description and overview of the fees and expenses applicable to it. Nevertheless, an overview of our expected fee
schedule with respect to each U.S. private fund client is set forth below:
Management Fees. Subject to the terms and conditions set forth in the applicable governing documents, we generally
are entitled to receive on the first day of each calendar quarter in arrears (or at such other times set forth in the
applicable governing documents) an asset-based management fee of up to 1.5% of (i) each investor’s net equity
invested or (ii) the product of 1.5%, each investor’s percentage interest and the net asset value of the applicable U.S.
private fund client.
Carried Interest Distributions. Subject to the terms and conditions set forth in the applicable governing documents,
certain of our affiliates (including general partner entities) generally are entitled to receive carried interest distributions
or other performance-based compensation in respect of each unaffiliated investor in a U.S. private fund client that is
generally up to 30% of each such investor’s profit from each portfolio investment made by such U.S. private fund
client, subject to (i) a return of aggregate capital contributions attributable to disposed investments, (ii) the satisfaction
of a preferred return, and (iii) recoupment of prior net losses, expenses and fees by such investor in such U.S. private
fund client.
Management fees and/or carried interest distributions generally will not be negotiable; however, we have entered into,
and may from time to time in the future enter into, side letters or similar agreements or arrangements with one or more
investors in a U.S. private fund client that alter, modify, change or adjust or waive the management fees or carried
interest distributions applicable to such investors. In general, management fees and/or carried interest distributions
have been or may be waived or reduced with respect to employees, officers, consultants and other affiliates thereof.
PAYMENT OF FEES
Management fees generally are payable on the first day of each calendar quarter in arrears (or at such other times set
forth in the applicable governing documents). The management fee will be prorated for any period less than a full
calendar quarter based upon the number of days during such period.
Carried interest distributions with respect to a U.S. private fund client will be calculated from time to time upon the
disposition of investments by such U.S. private fund client and are distributed to the general partner thereof
(following a return of aggregate capital contributions, a preferred rate of return to investors, and recoupment of prior
net losses, expenses and fees by such investor, as more particularly described above), subject to the terms and
conditions set forth in the applicable governing documents.
Any other applicable fees or compensation (including acquisition, exit and other types of fees) with respect to a U.S.
private fund client will be payable in accordance with the terms set forth in the applicable governing documents.
OTHER FEES AND EXPENSES
Detailed information regarding the various expenses and costs borne by or allocated to each U.S. private fund client
is set forth in its governing documents. In addition to management fees, carried interest distributions, acquisition fees,
exit fees and any other applicable fees and compensation payable to us or our affiliates with respect to a U.S. private
fund client, each U.S. private fund client generally will bear all costs and expenses incurred in connection with the
business, operations and investments of such U.S. private fund client, subject to the terms and conditions set forth in
the applicable governing documents.
Each U.S. private fund client generally will bear, and reimburse us and our affiliates for, its allocable share of all
legal, accounting, filing and other expenses incurred in connection with organizing and establishing the U.S. private
fund client, the general partner, each alternative investment vehicle or parallel fund of the U.S. private fund client,
any feeder fund, alternative investment vehicle or intermediate entity of any such parallel fund or any other direct or

indirect subsidiary or investment vehicle of the U.S. private fund client or any such parallel fund and the general
partner or other managing entity of each such entity, any vehicle formed to receive carried interest distributions and
its general partner or other managing entity, as applicable, the advisory or portfolio management arrangements and
the marketing and offering of interests in the U.S. private fund client and any parallel funds (including any costs and
expenses associated with travel (including, where appropriate, the cost of using private aircraft, other air travel, car or
ride sharing services and other modes of transportation), lodging, meals and entertainment, marketing material
preparation expenses, U.S. and non-U.S. filing, registration or notification fees and expenses (including expenses
associated with initial and/or preliminary registrations, filings and compliance and other offering requirements
contemplated by the European Union Alternative Investment Fund Managers Directive (the “AIFMD”) or any law,
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TYPES OF CLIENTS
We provide investment management services with respect to pooled investment vehicles. We may in the future provide
or perform investment advisory services with respect to additional pooled investment vehicles and other types of
clients.
ACCOUNT REQUIREMENTS
Each investor in a U.S. private fund client must satisfy the eligibility requirements outlined in the applicable governing
documents or otherwise required by applicable laws. Investments in the U.S. private fund clients may also be subject
to minimum initial investment amounts per investor, which generally may be waived.