Union Capital Associates LP

Item 5 - Fees and Compensation

Compensation and Fee Schedules
As compensation for investment advisory services rendered to the Funds, Union Capital typically receives
a management fee (each, a “Management Fee”) from each Fund. All investors and prospective investors
should review the Governing Documents of each Fund in conjunction with this Brochure for complete
information on the fees and compensation payable in connection with a particular Fund. Different Funds
may be subject to different Management Fees and performance-based compensation arrangements. In
limited circumstances, the Management Fees payable to Union Capital by individual investors in a Fund
may be negotiable and/or waived. Investors and prospective investors in each Fund should note that similar
advisory services may (or may not) be available from other investment advisers for similar or lower fees.
All advisory clients (i.e., the Funds) are “qualified purchasers” as defined in Section 2(a)(51) of the
Investment Company Act of 1940, as amended (the “Company Act”). Consequently, Union Capital is not
required to include specific fee information in this Brochure relating to the Funds.
Deduction of Fees; Timing of Payments; Termination
As a general matter, Union Capital will charge and deduct Management Fees directly from the Funds
pursuant to the terms of the Governing Documents. Payment of Management Fees is generally made
quarterly in accordance with the terms of the Governing Documents. Please refer to the Governing
Documents of each of the Funds for complete information on the timing of Management Fee payments.
Upon termination of any investment management agreement, any prepaid, unearned fees will be promptly
refunded (determined on a pro rata basis based on the number of days elapsed in the applicable payment
period), and any earned, unpaid fees will be due and payable. Except where the relevant Governing
Documents or Side Letter(s) expressly provide to the contrary, fees, expenses, break-up or topping fees or
other liabilities or obligations incurred for transactions not consummated (“Broken Deal Expenses”) and
other expenses relating to the diligence or evaluation of a prospective investment are generally allocated
among investors within a Fund regardless of whether any individual investor negotiated for an elective or
automatic contractual right that would have excused them from participating in the investment. The Funds
also bear fees and expenses indirectly to the extent a portfolio company (or intermediate entity) pays fees
and expenses, including fees and expenses of Union Capital and/or its affiliates and company-level fees
and expenses not covered by the list of permissible expenses set forth in the Governing Documents, the
relevant percentage of these expenses that are borne by various stakeholders (including the relevant Fund,
any co-investors, portfolio company management and other persons) is expected to depend upon the level
at which such expenses are charged or incurred, and as a result some stakeholders are expected to bear an

amount of fees or expenses disproportionate to the benefits they receive, or in some cases without receipt
of any direct benefits. Expenses charged at the level of a portfolio company or intermediate entity, or
capitalized into the cost of a transaction, generally will not be reflected as Fund expenses in calculating the
gross and net performance of the relevant Fund, and so Union Capital expects to be subject to potential
conflicts of interest in determining whether certain expenses should be charged to the portfolio company or
intermediate entity or capitalized into transaction costs.
Generally included in the expenses permitted to be borne by a Fund are the fees, costs, expenses, liabilities
and obligations of Service Providers to procure, develop, establish, review, revise, customize, upgrade
and/or negotiate relationships relating to the foregoing items, which generally are expected to be significant.
In certain cases, these or similar expenses (and/or Fees Subject to Offset (as defined below)) are expected
to be charged to portfolio companies or, to the extent necessary or desirable for operational, administrative,
tax or other reasons, charged at the level of an intermediate holding company between the relevant Fund
and the portfolio company. Union Capital reserves the right to agree with Operating Executives (as defined
below), joint venture or similar partners, Service Providers, portfolio company management or other
persons that all or a portion of certain expense reimbursements, payments or other amounts owed to such
persons relating to one or more investments will be paid in the form of a profits, participation or equity
interest granted in the relevant investments or related intermediate entities. While such an arrangement is
more favorable to the relevant Fund in that it does not involve an initial cash outlay for the payment of
expenses, and could be further favorable to the relevant Fund if the investment does not increase in value,
in the event of appreciation in the relevant investment any such profits, participation or equity interest
generally would have a dilutive impact on the Fund’s investment, as well as the potential to result in
economic gains to the recipient greater than the original amount of compensation, which in either case could
be substantial. Union Capital’s practice of allocating Broken Deal Expenses among investing Funds is
discussed under “Conflicts of Interest,” below.
Union Capital expects to be subject to potential conflicts of interest where certain administrative and other
functions would not be chargeable to the Funds under the Governing Documents if performed by Union
Capital personnel, but third parties performing the same services generally would be chargeable to the
Funds thereunder, and outsourcing to third parties effectively enables Union Capital and its affiliates to
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Item 7 - Types of Clients

Types of Clients and Investment Vehicles
Union Capital provides investment advice solely to pooled investment vehicles generally offered to
accredited investors and qualified purchasers pursuant to Section 3(c)(l) or 3(c)(7) of the Company Act. As
a result, the Funds are not required to register as investment companies under the Company Act in reliance

upon certain exemptions available to the Funds, the securities of which are not publicly offered. The limited
partners of the Funds may include high net worth individuals, corporations, funds-of-funds, financial
institutions, insurance companies, endowments, foundations, trusts, estates, sovereign wealth funds and
public and private pension and profit sharing plans.
Union Capital and/or its affiliates are permitted to establish certain alternative investment vehicles, parallel
funds and/or special purpose vehicles (collectively, “AIVs”) for the purpose of addressing tax, regulatory
and/or structural issues, and/or facilitating certain investments by one or more Funds and/or investors.
Prospective investors are requested to refer to the Governing Documents of the applicable Fund for
complete details on any feeder fund that may be established by such Fund and such Fund’s ability to make
investments through AIVs.
Minimum Investment Requirements
In general, the minimum investment commitment required of an institutional limited partner to participate
in a Fund is $5,000,000.00. Notwithstanding the foregoing, a General Partner has discretion to increase or
reduce the minimum investment commitment. Investors are requested to refer to the Governing Documents
of each Fund for complete information on minimum investment requirements for participation in a
particular Fund.