Affinius Capital Advisors LLC

Item 5. – FEES AND COMPENSATION

The Advisor and its Affiliates receive fees and other compensation in exchange for the advisory services
provided to Clients. These fees typically include a management fee, performance-based compensation
(often referred to as a promote, carried interest or an incentive fee) and other fees related to the Advisor’s
management of Client Investments, in each case in accordance with a Client’s Governing Documents and
as described below. Differences in fees exist from Client-to-Client based on a number of factors, including
Investment strategy, Investment amount, type of Client, and the type of other services provided. As more
fully described below, the Advisor or a Client, on occasion, has negotiated to share with or receive a
percentage of certain fees with its Affiliates or joint venture partners. The share of compensation earned
by the Advisor or its Affiliates varies among Investors pursuant to the terms of the Governing Documents.

The following is a general description of Client fees and expenses. Investors should refer to the Governing
Documents of the applicable Client for a more detailed description of the fees and expenses charged by
Affinius Capital, the Advisor and/or its Affiliates for their advisory and other services. Fees are generally
agreed upon at the time of the establishment of the relevant Client and negotiated with participating
Investors before their Investment. Specific details of such compensation and its calculation methodology
are set out in the Governing Documents for the relevant Client. There are instances where the Advisor
has granted certain preferential terms to Clients and/or Investors resulting in fees lower than those
applicable to other Investors. Fees and expenses are paid by the Client to the Advisor by either reducing
distributions otherwise due to Investors, through use of a Client line of credit, or by calling capital from
Investors.

Management Fees

The Advisor charges management fees as base compensation for providing advisory services to Clients,
which is paid indirectly by Investors in such Client. Management fees are determined on a Client-by-Client
and Investor-by-Investor basis and are described in each Client’s Governing Documents and modified in
certain Investors’ Side Letters. The management fee is often based on a stated percentage of capital
invested in a Client by an Investor, which is permitted to be calculated with respect to net asset value,
invested capital, budgeted capital, gross asset value, or charged on committed capital, budgeted capital,
and/or invested capital, depending on the Client and the life-cycle of the Client, or based on number of

investments held. The Advisor can, and often does, charge a reduced management fee or no management
fee to the General Partners (and their direct or indirect members or affiliates) certain Investors, Affiliates,
Related Entities, and/or Ownership Entities (Affiliates, Related Entities and Ownership Entities,
collectively, “Affiliated Entities”) and/or to Investors in co-investment vehicles and Investors that commit
larger amounts of capital, in each case at the Advisor’s discretion. However, the Advisor is under no
obligation to reduce or waive the management fee for any Investor or Affiliated Entity and offers, in its
sole discretion, different fee arrangements to different Investors and Affiliated Entities. Any reduction or
waiver granted to one or more Investors or Affiliated Entities will not entitle any other Investor or
Affiliated Entity to a similar reduction or waiver, and there is no requirement that such arrangements be
applied uniformly across Investors in a Client or across Clients or Affiliated Entities.

Investors participating in a subsequent closing after the initial closing of a Fund could be responsible for
paying the management fee as of the date of the initial closing of such Fund, generally in addition to an
interest component payable to the Advisor or its Affiliated Entities, as applicable. In addition,
management fees are payable during term extensions unless Investors have otherwise negotiated or are
otherwise notified. Management fees are paid by the Client using available cash of the Client or by calling
capital from Investors. The management fees are due and payable by a Client either quarterly in advance
or quarterly in arrears, depending on the Client and as detailed in each Client’s Governing Documents
and/or Side Letters.

For certain Clients, the amount of management fees will not correspond with fluctuations in the net asset
value of (i) individual Investments, (ii) aggregate Investments or (iii) of a Client, and will not be reduced in
connection with any write-downs, except potentially in the case of Investments that have been
permanently written down or written off in full (i) for purposes of fair value accounting, as determined in
the Advisor’s reasonable discretion, or (ii) as a result of such Investment being foreclosed upon pursuant
to a bankruptcy or an insolvency event (such investments, “Impaired Value Investments”). Under certain
Clients’ Governing Documents, where the fair market value of an Investment exceeds the total amount of
investment contributions relating to such investment, any such management fees will not be calculated
based upon such appreciated value and will instead continue to be calculated based on the amount of
such investment contributions.

Except where the Governing Documents expressly provide to the contrary or in the case of Investments
meeting the relevant Impaired Value Investment standard under the Governing Documents, management
fees will not be reduced (in whole or in part) in the case of partial distributions, partial sales,
reorganizations, recapitalizations (including recapitalizations involving dividends), roll-over investment in
connection with a sale or dividend distribution, restructurings or similar transactions, or in circumstances
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Item 7. – TYPES OF CLIENTS

We provide investment advice to our Clients, which are the Funds, Separate Accounts, Co-Invest Entities,
and Client Entities described in Item 4 “Advisory Business”. Client Investors can be expected to consist of
one or more of the following:

▪   Public and private retirement and pension plans;
▪   Insurance companies;
▪   State and municipal government agencies;
▪   Sovereign wealth funds;
▪   Private investment funds;
▪   Public and private profit-sharing plans;
▪   Banks and other financial institutions;
▪   Charitable organizations and foundations, including endowment funds;
▪   Investment companies;
▪   Trusts and estates;
▪   Corporations;
▪   Family offices;
▪   Certain high net worth individuals;
▪   Platform feeder parallel, or fund of fund vehicles;
▪   Ownership Entities, Related Entities and Affinius Capital personnel; and
▪   Business entities other than those listed above.

Clients are not registered or required to be registered under the Investment Company Act, and interests
in the Clients are privately placed to the following types of qualified Investors:

▪   U.S. investors who are:
    o accredited investors, as defined in the Securities Act of 1933;
    o qualified purchasers, as defined in the Investment Company Act;
    o qualified clients, as defined in the Advisers Act; and/or
    o knowledgeable employees, as defined in the Investment Company Act.
▪   Non-U.S. investors that meet comparable qualifications in the relevant jurisdiction.

Investors must also meet certain other suitability qualifications prior to making an investment in a Client.
In many cases, Clients require minimum capital commitments from an Investor, which are detailed in the
relevant Client’s Governing Documents. The Advisor has accepted and is permitted to accept minimum
subscriptions and commitment amounts of less than the stated minimum amount in its discretion.