Trispan USA LLC

Item 5. Fees & Compensation
Amounts received by a PE Fund from or relating to investments (“Investment Proceeds”) after reduction for expenses
and reserves, are subject to distribution according to the PE Fund’s governing documents. Such distribution typically
involves, among other elements, the distribution of a priority profit share or management fee (the “Management
Fee”) to the PE Fund’s general partner or related entity and the distribution of certain amounts (the “Carried Interest”)
to a member of the TriSpan Group.

The Management Fee with respect to a limited partner is typically between 1.25% and 2% per annum of such limited
partner’s capital commitment during the investment period (typically the six years of a PE Fund’s operation or other
time frame as set forth in the PE Fund’s governing documents). The Management Fee may be reduced by certain fees
received by the PE Fund’s general partner, the Adviser or members of the TriSpan Group, as further described in the
PE Fund’s governing documents. The Management Fee is generally paid out of income and gains of the PE Fund and,
to the extent necessary, from drawdowns which would reduce undrawn capital commitments. The governing
documents permit the Adviser to negotiate different fees with investors and it has done so via side letters.

The typical distribution structure for Investment Proceeds provides for distribution of Carried Interest after
distributions for the Management Fee, the return of capital and costs and a certain preferred return for limited
partners (e.g., an annual internal rate of return of a certain percentage in relation to amounts drawn from a limited
partner and after accounting for prior distributions). The Carried Interest with respect to a limited partner is typically
up to 20% of the aggregated distributions to such limited partner together with 20% of amounts remaining after all
other required distributions. However, such percentage may vary as specified in the PE Fund’s governing documents.
The Carried Interest may be subject to certain escrow and clawback provisions, as set forth in the PE Fund’s governing
documents.

Generally, the interest of each limited partner who is a member, professional or other employee of a member of the
TriSpan Group (an “Executive Investor”) is subject to the Carried Interest or to the payment of Management Fee.

The Management Fee is generally payable and deducted quarterly (or at such other interval as specified in the PE
Fund’s governing documents) in advance with respect to each limited partner. As further specified in the PE Fund’s
governing documents, distributions of Carried Interest, if any, are generally only made once required distributions
have been made to investors, and thereafter are generally made when cash is available therefor at the same time that
distributions are made to fund investors.

A PE Fund client’s general partner and the Adviser have discretion, subject to the terms of the PE Fund’s governing
documents, to allocate expenses among themselves, portfolio companies, other PE Fund clients and accounts they
manage, third parties, investors in PE Fund clients in their individual capacities and the PE Fund client. The allocation
of items allocable to more than one PE Fund or account are generally allocated based on size of the PE Fund (based
on commitments or invested capital) or their respective investments in the position that generated the expense, as
applicable.

Except for overhead expenses (such as remuneration, expenses paid to members or employees of the general partner,
and the general partner’s rent and utilities) a PE Fund pays additional expenses as set forth in the PE Fund’s governing
documents. A PE Fund typically pays its share of all expenses, direct or indirect, incurred in relation to the organization,
operation, administration, and business of the PE Fund except in cases of a co-investment structure in which event a
PE Fund will only pay its pro rata portion of such expenses. These include, without limitation, costs of printing and
circulating reports and notices, research and reporting software, any broken deal expenses, legal and compliance fees
and expenses, administrators’, auditors’ and valuers’ fees, accounting expenses (including any expenses associated
with the preparation of the PE Fund’s financial statements and tax returns), fees and expenses incurred in relation to
any custodian or nominee of the investments, establishment and ongoing fees and expenses of any conduit entity,
external consultants’ fees, costs of press releases, bank charges, costs of annual meetings of PE Fund limited partners,
insurance costs, borrowing costs, hedging costs, extraordinary expenses (such as litigation) and all stamp duties,
entity-level taxes and taxes imposed on any subsidiary and fees and expenses arising in respect of identifying,
evaluating, negotiating, acquiring, holding, monitoring, protecting and realizing investments (whether or not
consummated).

As specified, and subject to the limits and conditions set forth, in its governing documents, a PE Fund may be eligible
for reimbursement by the limited partners for expenses incurred in relation to or in connection with the establishment
of the PE Fund and the offering of its interests, including but not limited to travel, legal, accountancy, printing, postage
and other costs of establishment, including the preparation of, and negotiations with respect to, fund offering
documents and other governing documents.

The Adviser or a related party will receive certain fees and payments from underlying portfolio companies. Without
limitation, these may be referred to as monitoring fees, financial advisory fees or other similar fees. Subject to the
specifications of the PE Fund’s governing documents, such fees may or may not be subject to offset against the
Management Fee or otherwise and may be retained in whole or in part by the Adviser or a related party.

Item 7. Types of Clients
As discussed in more detail in Item 4, the Adviser’s clients are PE Funds making equity and debt investments in issuers
of varying sizes.

Interests in the PE Funds are offered pursuant to applicable exemptions from registration under the Securities Act and
the 1940 Act. Investors in the PE Funds are generally “accredited investors” as defined in the regulations promulgated
pursuant to the Securities Act, and “qualified purchasers” as defined in the 1940 Act, and may include, among others,
high net worth individuals, banks, pension and profit sharing plans, trusts, estates, charitable organizations, university
endowments, corporations, limited partnerships and limited liability companies or other entities.

Investment minimums, if any, for those investing in PE Funds advised by the Adviser are set forth in the relevant PE
Fund’s governing documents. Any such minimums may be waived as set forth in the governing documents or
otherwise by the Adviser or its related entities in its absolute discretion.

This Brochure will be provided as required to current or prospective investors in a PE Fund, together with such PE
Fund’s private placement memorandum (“PPM”), organizational documents and other related documents (together
with the PPM, the “Governing Documents”), prior to or in connection with such person’s consideration or execution
of an investment in such PE Fund, and will subsequently be provided annually or, in the Adviser’s discretion, at the
request of an investor in a PE Fund.

Investors and other recipients should be aware that while the Brochure may include information about the PE Funds,
as necessary or appropriate, it should not be considered to represent a complete discussion of the features, risks or
conflicts associated with any PE Fund. More complete information about each PE Fund is included in its Governing
Documents, which may be provided to current and eligible prospective investors only by the Adviser or another
authorized party.

In no event should this Brochure be considered to be an offer of interests in any PE Fund or relied upon in determining
to invest.