TriArtisan Capital Advisors LLC

Item 5.              Fees and Compensation

The fees applicable to each Client are set forth in detail in their respective Offering Documents. Generally, certain
Clients pay the Adviser a fee for investment management services (the “Management Fee”) and certain Clients
may also charge performance-based fees or profit allocation (“Performance Compensation”).

The fees applicable to the SPV Funds and the PE Fund advised by TriArtisan are set forth in their respective Offering
Documents. Generally, the SPV Funds’ investors (who may be billed directly) pay TriArtisan a Management Fee
(quarterly in advance) for investment advisory services. Management Fees for the SPV Funds are generally equal
to 1% of capital invested by the SPV Fund in its underlying portfolio company. In addition, depending on its
performance, an SPV Fund may pay Performance Compensation to TriArtisan that is based on the realized profits
distributed to each investor of the SPV Fund. The investors in the PE Fund advised by TriArtisan pay a Management
Fee (semi-annually in advance) for investment advisory services. During the period from the initial closing of the
PE Fund to the end of the commitment period, the Management Fee generally equals 2.0% per annum of the
aggregate capital commitment of the relevant PE Fund investor. Thereafter, the Management Fee generally equals
2.0% per annum of an investor’s share of the PE Fund’s cost basis in portfolio investments (excluding cost of
investments that have been permanently and fully written-off). In the event the PE Fund’s investment period does
not commence on the first date of a semi-annual period, the Management Fee for that quarter will be adjusted on a
pro rata basis based on the number of days and/or months remaining in the partial period. In the unlikely event the
PE Fund investor is required to withdraw (and the withdrawal date is other than as of the last day of a semi-annual
period), a pro rata portion of the pre-paid management fee will be returned to the PE Fund investor. In addition,
depending on its performance, the PE Fund managed by TriArtisan may pay Performance Compensation that is a
percentage of the amount of profits otherwise disbursable to each investor in the PE Fund in excess of a pre-
determined “preferred return.”

For the avoidance of doubt, the Adviser, in its sole discretion, may modify, waive, reduce or rebate any Management
Fee or Performance Compensation or calculate such fees differently with respect to any Client or investor therein
and, if applicable in the future, to any class, sub-class or series of shares or limited partnership or limited liability
company interests of a Client held by or on behalf of any investor, including, without limitation, employees and
their family members, as well as friends and affiliates of the Adviser. Such modifications, waivers, reductions, or
rebates may be made by the Adviser both voluntarily and on a negotiated basis with selected investors in a Client
via side letter and other arrangements, which may not be disclosed to other investors in the same Client. In addition,
Management Fees and/or Performance Compensation may also be calculated differently with respect to, or may not
be charged to, certain SPV Funds and PE Funds, if any. As noted above, full details regarding the services, fees,
investor suitability standards, and other terms applicable to Clients are included in their respective Offering
Documents.

From time to time, the Adviser may permit certain Client investors to acquire interests on different terms than other
Client investors (including, without limitation, with respect to minimum investment amounts, fees, expanded
reporting, “tag-along” or consent rights and withdrawal terms). The Adviser is not required to notify any or all of

1   Client assets under management include unfunded capital commitments where applicable.

the other Client investors of any such terms, nor is a Client investor or the Adviser required to offer such additional
and/or different rights and/or terms to any or all of the other Client investors (unless notification or offering rights
have been separately granted thereto).
Direct Expenses

Each Client is responsible for expenses related to its respective operations and activities, including expenses
associated with its investment portfolio and, if applicable, its proportionate share of the direct expenses of the third-
party investment products in which it invests. The direct expenses incurred by each Client, which are outlined in
detail in their respective Offering Documents, may vary depending on the nature of the operations and activities of
a Client.

Below is a summary of the direct expenses typically borne by each type of Client. The summary is not meant to be
a complete list of all direct expenses; nor should it be inferred that each expense appearing in the summary will be
incurred by every Client. Clients are advised to read the relevant Offering Documents, as applicable, for a complete
description of applicable direct expenses.

Generally, expenses related to operations and activities include, but are not limited to, the following: expenses
associated with the organization of the PE Funds, the SPV Funds or their respective general partners or the
syndication of interests therein, including reasonable attorneys’ fees incurred in connection with an investment in a
PE Fund or SPV Fund; fees payable to an administrator and other investment expenses (e.g., expenses that the
Adviser reasonably determines to be related to the investment of a Client’s assets, such as brokerage commissions,
expenses relating to short sales, clearing and settlement charges, custodial fees, premiums paid or options, swaptions
and other derivative instruments, bank service fees, and interest expenses); legal and compliance expenses relating
to a Client, including fees and expenses of external attorneys and compliance professionals retained by the Adviser
...

Item 7.         Types of Clients

As described above in Item 4, the Adviser’s Clients include U.S. and non-U.S. domiciled PE Funds and SPV Funds.
PE Funds and SPV Funds formed as a “fund-of-one” may be organized as domestic or offshore (non-U.S.)
companies, limited partnerships, limited liability companies, corporate trusts or other legal entities, as determined
appropriate by the Adviser. The types of investors that have invested in and may in the future invest in the Adviser’s
Clients include but are not limited to high net worth individuals, family offices, private funds, insurance companies,
corporations, trusts, non-profit organizations, sovereign wealth funds, private pension plans, public pension plans,
and banking and thrift institutions.

As a general matter, each Client is managed in accordance with its investment objectives, strategies and guidelines
and investment advisory services are not tailored to the individualized needs of any particular investor. In addition,
an investment in a Client does not, in and of itself, create an advisory relationship between the investor and an
Adviser. Therefore, investors must consider whether such an investment meets their investment objectives and risk
tolerance prior to investing. Information about a Client, including its investment risk, can be found in its Offering
Documents.

The Adviser may provide discretionary investment management services to PE Funds and SPV Funds beneficially
owned by employees of the Adviser and its affiliates (including their family members) and/or serve as general
partner or managing member, or on the board of directors or advisory board, of a Client.

The Adviser may offer investors in the PE Fund the opportunity to invest in additional co-investment opportunities
on a reduced fee or no fee basis, subject to capacity limitations. The minimum investment for the SPV Funds and
PE Fund advised by TriArtisan can range from $10,000 to $100,000, although the amount may vary depending on
the requirements of the relevant fund and TriArtisan may accept lesser amounts in its discretion.

Generally, Client investors must be an “accredited investor” within the meaning of Rule 501(a) of Regulation D
promulgated under the Securities Act of 1933, as amended (the “Securities Act”). PE Funds and SPV Funds will
not be registered as investment companies under the Investment Company Act of 1940, as amended (the “Company
Act”), in reliance upon the exclusion from the definition of “investment company” under Section 3(c)(1) or Section
3(c)(7) of the Company Act. If the Adviser receives Performance Compensation from a Client that does not limit
its offering to investors that are “qualified purchasers” and “knowledgeable employees” (each as defined in the
rules promulgated under the Company Act), each investor subject to such Performance Compensation will be
required to meet the requirements of Rule 205-3 under the Advisers Act and certify that they are a “qualified client”
as defined under the Advisers Act. Please see a Client’s Offering Documents for specific investor qualifications.

Pursuant to an exemption, the Adviser (and/or relevant general partner, if any) does not expect to be required to
register, and will not be registered, with the U.S. Commodities Futures Trading Commission (“CFTC”) as a
commodity pool operator or as a commodity trading advisor.