Tucker's Farm Management Company I LP

Item 5 – Fees and Compensation

A.     Fee Schedule
The fees and compensation payable to Tucker’s Farm are negotiable and vary
among its Clients. However, the range of compensation is generally as follows:
       1.      Management Fee
With respect to the Funds, Tucker’s Farm typically receives a quarterly asset-based
management fee calculated as a percentage of each Investor’s capital account, payable
quarterly in advance. The management fee is generally between 1.25% and 1.5%.
       2.      Performance-based Fees
From the Funds, Tucker’s Farm or its affiliates generally receive an incentive allocation
(“carried interest”) equal to a percentage of the net income allocated to each Investor for
the year, but only to the extent net income allocated to that Investor exceeds any cumulative
losses that were allocated to that Investor for earlier periods and that have not been
recovered (a “high water mark”). This incentive allocation is generally between 10% and
40% and is typically made at the end of each calendar year.
The incentive allocation will only be charged to accounts of those Investors who are
“qualified clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as
amended (“Advisers Act”).
Client expenses, including the management fee and any performance-based fees may
constitute a higher percentage of average net assets than could be found in other
investment programs.
       3.      Other Fees
Tucker’s Farm receives an exclusivity fee from Program Agreement Participants payable
quarterly in advance during the exclusivity period.
Tucker’s Farm may receive from each Portfolio Company, at the closing of each investment,
a transaction fee. Additionally, Tucker’s Farm may receive a quarterly monitoring fee from
Portfolio Companies, payable quarterly either in advance or in arrears.
B.     Payment of Fees
Management fees, performance-based fees, and third-party fees (discussed below) are
deducted from Client assets. Management fees, which are paid in advance, are withdrawn

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                                                                          Tucker’s Farm Brochure

at the beginning of the quarter. Performance-based fees are determined as of the last
business day of the calendar year and as of any date on which an Investor makes a
withdrawal or receives a distribution from such Investor’s capital account(s).
C.      Third-Party Fees
Clients shall pay the Firm for the following expenses, costs and liabilities incurred by them
in the conduct of the business of the Funds’ business:
Expenses, costs and liabilities reasonably incurred in connection with the operation of the
Funds, as follows: (i) expenses and costs incurred in connection with the administration of
the Fund (including fees, expenses and costs of a third party administrator and other
service providers), the maintenance of the Fund’s books of account and the preparation of
audited or unaudited financial statements required to implement the provisions of the
Governing Documents or required by any governmental authority with jurisdiction over the
Fund (including, without limitation, fees and expenses of independent auditors,
accountants, consultants and counsel, the costs and expenses of preparing and circulating
the reports, and any fees or imposts of a governmental authority imposed in connection
with such books and records and statements) and other routine administrative expenses of
the Fund or its affiliates, including, but not limited to, the cost of the preparation of tax
returns, Schedule K-1s, cash management expenses and insurance and legal expenses, (ii)
all expenses and costs associated with meetings of the Investors; (iii) costs and liabilities
incurred in connection with litigation or other extraordinary events, insurance (including
directors’ and officers’ insurance, errors and omissions insurance, fidelity insurance and
other similar policies), risk management and indemnity expenses, including the amount of
any judgments or settlements paid in connection therewith; (iv) all transaction and
investment-related costs and fees, including, without limitation, costs and liabilities
incurred in connection with identifying, originating, evaluating, structuring, negotiating,
making, carrying, monitoring, management, acquisition, sale, proposed sale, other
disposition or valuation of the Portfolio Company or the Fund’s interest therein, including
due diligence in connection therewith, appraisal fees, taxes, brokerage commissions and
fees, underwriting commissions and discounts, investment banking, research expenses,
travel expenses, professional fees and other expenses (in each case, to the extent not subject
to reimbursement); (v) interest on and all expenses and costs incurred in connection with
any indebtedness of the Fund or its affiliates or other credit arrangement (including any
guarantee, line of credit, loan commitment or letter of credit for the Fund and all legal, audit,
accounting, consulting, appraisal and other expenses (to the extent not subject to
reimbursement) incurred in connection therewith; (vi) all expenses of winding up and
liquidating the Fund; (vii) all expenses relating to a defaulting Investor; (viii) all taxes, fees
and other governmental charges (including interest and penalties) payable by the Company,
all expenses incurred by the Firm in its role as the Partnership Representative, and all
expenses incurred in connection with any tax audit, investigation, settlement or review of
the Fund (in each case, except to the extent such amounts are (A) allocable to, or
indemnifiable by, a Investor and (B) actually borne or paid by such Investor; (ix)
communications expenses and costs (including any software or online data portal used in

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Item 7 – Types of Clients

Tucker’s Farm provides investment advice and management to the Funds. Tucker’s Farm
may in the future provide the same or similar services to other privately placed investment
funds.
Tucker’s Farm intends to restrict the number of Investors in the Funds and will offer
Interests only through non-public transactions in order to maintain their exclusion from
“investment company” status under the Investment Company Act of 1940, as amended (the
“Investment Company Act”).
Prospective Investors in the Funds must meet eligibility criteria, and are subject to certain
withdrawal requirements and limitations. Prospective Investors are encouraged to
thoroughly review a Fund’s Governing Documents, which set forth all of the terms in detail.
Though the Clients generally pursue the same strategy, offering terms may differ.
Each Investor generally must be an “accredited investor” (as defined in Regulation D under
the Securities Act of 1933), a “qualified purchaser” (as defined in Section 2(a)(51) of the U.S.
Investment Company Act of 1940, as amended), or an Investor who is eligible to enter into a
performance fee arrangement under state and/or federal law, as applicable, and must meet
other criteria as specified in the Governing Documents.
Tucker’s Farm does not typically have a minimum size or investment commitment for a
Fund and may, in its sole discretion, permit investments below any minimum amounts set
forth in the Governing Documents of such Fund.