TZP Management Associates LLC

ITEM 5 - FEES AND COMPENSATION

        In general, the Advisers receive (directly or indirectly) a management fee (“Management
Fee”) paid by the Funds in connection with advisory services they provide. The Advisers or other
TZP Group entities or affiliates receive additional compensation in connection with management and
other services performed for portfolio companies of the Funds (e.g., the General Partners receive
Carried Interest, discussed in detail below) and certain additional compensation will offset, in whole
or in part, the Management Fee otherwise payable to the Advisers. In addition, the Advisers in certain
circumstances receive compensation for management and other services performed in connection
with co-investments made in portfolio companies of the Funds. Investors in a Fund also bear certain
expenses, as described below.

MANAGEMENT FEES

       TZP Capital Fund I

       TZP Capital Fund I paid TZP Management an annual Management Fee, quarterly in advance,
equal to 2% per annum of the aggregate funded commitments of its Limited Partners (without
duplication) in respect of one portfolio investment that had not been the subject of a disposition, until
June 2021.

        TZP Management has the right to contract for and receive transaction fees, monitoring fees,
advisory fees, break-up fees, directors’ fees, and other similar fees in respect of services provided to
any portfolio company, purchaser or seller of any portfolio investment as a result of a proposed
transaction or investment by the Funds as well as repayment of any unreimbursed expenses incurred
in generating such fees (collectively, “Supplemental Fees”) in connection with the activities of TZP
Capital Fund I.

       TZP Capital Fund I Co-Investment Vehicles

       TZP Capital Fund I Co-Investment Vehicles do not pay a Management Fee.

       TZP Capital Fund II

        TZP Capital Fund II pays TZP Capital Fund II Manager (net any Management Fee waiver or
offsets, as described below), an annual Management Fee, payable quarterly in advance, equal to 2%
per annum of aggregate commitments of its Limited Partners (other than Affiliated Partners) until
the earlier of the first payment date following (a) the expiration or termination of the TZP Capital
Fund II commitment period and (b) the date the Advisers or their affiliates commence receiving or
accruing Management Fees with respect to any additional Fund with investment objectives
substantially similar to those of TZP Capital Fund II. Thereafter, the Management Fee will be reduced
on a prospective basis to an amount equal to 2% per annum of aggregate funded commitments of its
Limited Partners (other than Affiliated Partners) in respect of portfolio investments and bridge
financings that have not been the subject of a disposition.

        TZP Capital Fund II Manager is entitled to waive or reduce Management Fees in exchange
for deemed contributions to be funded by the Limited Partners (other than Affiliated Partners) pro
rata based on their respective commitments. At least 50% of the TZP Capital Fund II Manager
commitment shall be funded in cash, and the remainder may be committed by deemed contribution.
TZP Capital Fund II Manager (or an affiliate thereof) will be entitled to any distributions otherwise
distributable to the Limited Partners with respect to deemed contributions, but solely out of profits
from portfolio investments. For any Management Fees that are waived by TZP Capital Fund II
Manager, such waived Management Fees will not be subject to the Management Fee offsets described
below. Due to any such waiving of Management Fees and/or timing of receipt of compensation
subject to offsets (as described below), it is possible that Management Fee offsets will not be fully
realized by investors in TZP Capital Fund II, resulting in an additional benefit to the Advisers.

        TZP Capital Fund II Manager has the right to contract for and receive Supplemental Fees in
connection with the activities of TZP Capital Fund II; provided, however, that an amount equal to
the sum of each Limited Partner’s (other than Affiliated Partners) fully diluted equity ownership
percentage with respect to the applicable portfolio company or proposed portfolio company of 100%
of any such Supplemental Fees (including, to the extent that the General Partner elects in its sole
discretion, amounts may be expected to be received in respect of such fees) shall be applied, net of
certain taxes and applicable expenses (without duplication), to reduce any unpaid future Management
Fee payable by TZP Capital Fund II; moreover, any such reduction of TZP Capital Fund II’s
Management Fee will be limited to the extent of TZP Capital Fund II’s proportionate interest in any
such Supplemental Fees. Proportionate interest excludes any equity ownership that is allocable to, or
is based on an investment by, any Parallel Investment Vehicle, Alternative Investment Vehicle,
Additional Fund, Executive Vehicle, Funds or other equityholder, including management and roll
over shareholders, in such Portfolio Company.
       To the extent that the Management Fee is not so reduced as of any given payment date because
the Management Fee has been reduced to zero, the excess shall be carried over to the next succeeding
payment date (and, if necessary, to one or more subsequent payment dates) and applied as a reduction
of the Management Fee (but not below zero) for such succeeding payment date (or subsequent
payment date).

      TZP Capital Fund II’s Management Fee is further reduced in the circumstances and by the
amounts described in the TZP Capital Fund II Limited Partnership Agreements.

       TZP Capital Fund II Co-Investment Vehicles

       TZP Capital Fund II Co-Investment Vehicles do not pay a Management Fee.

       TZP Small Cap Fund I

        TZP Small Cap Fund I pays TZP Small Cap Fund I Manager (net any Management Fee waiver
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ITEM 7 - TYPES OF CLIENTS

        The Advisers provide investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to the Advisers’ related duties to and practices on behalf of its clients
and/or investors should be construed accordingly. The Funds generally include investment
partnerships or other investment entities formed under U.S. or non-U.S. laws and operated as exempt
investment pools under the Investment Company Act of 1940, as amended. The investors
participating in Funds generally include individuals, banks or thrift institutions, other investment
entities, university endowments, sovereign wealth funds, family offices, pension and profit-sharing
plans, trusts, estates or charitable organizations or other corporations or business entities and

caninclude, directly or indirectly, principals or other personnel of the Advisers and their affiliates and
members of their families, consultants (including Special Consultants), or other Service Providers
retained by the Advisers, as well as executives of portfolio companies. TZP Capital Fund I, TZP
Capital Fund II, TZP Capital Fund III, TZP Small Cap Fund I, TZP Small Cap Fund II, and TZP
Strategic Investor Funds are closed to new investors.