Altus Capital Partners Inc

Item 5: Fees and Compensation

 Note: For a detailed breakdown of all fees and expenses, please refer to the respective
 fund's Private Placement memos. Additionally, although the Funds and Co-Invests do
 not generally use broker-dealers due to the private equity nature of the investments,
 please see Item 12 of this Brochure for more information related to brokerage.

Management Fee:

Terms of a fund operating agreement, including fees, are negotiated prior to execution and
formation of the operating agreement. Under the negotiated terms of the fund agreements,
Altus collects a management fee from the Funds unless fee terms are amended or otherwise
re-negotiated. Altus generally deducts its fees directly from the relevant client’s bank
account. Management fees are usually paid quarterly in advance, generally either thirty
days in advance of the quarter or during the first month of the quarter covered by the fee,
first based on a percentage of capital commitments and thereafter on a percentage of
invested capital in portfolio companies. Some investors are exempt from paying
management fees, and the amount of invested capital is reduced by those limited partners
that are exempt from paying management fees. Where a subscription line of credit has been
established for a given Fund, Altus will determine whether it is in the best interest of clients
to fund a capital call from the line of credit and seek reimbursement plus applicable interest
from the Fund or to call capital directly from investors.

The current Co-Invests are not charged and do not pay a management fee. Additional
information about the performance fee arrangement for the Co-Invests is more fully
described in Item 6 below.

Unless otherwise negotiated, the following occurs: upon the disposition of a portfolio
investment from the main Altus funds, all distribution, in-kind securities, dividends,
interest, or other income is distributed to investors in accordance with the Limited
Partnership Agreement. These proceeds reimburse Limited Partners up to 100% of their
aggregate capital contribution for expenses, realized investments, and investments written
to zero, plus a preferred return of 8% per annum, compounded annually. All remaining
proceeds are divided such that the Limited Partners will receive an amount of the Profits
(usually 80%) pro-rata and the General Partner will receive an amount of the Profits
(usually 20%). These and other terms, including any other investment and return structures,
are more fully explained in the negotiated Limited Partnership Agreements and
corresponding documentation.

Other Expenses: The Funds incur additional fees and direct and indirect expenses,
including for example, custodial, legal, accounting, auditor, consulting, insurance,
brokerage, interest, and other administrative and transaction fees and costs. Generally,
Form ADV Part 2A Investment Adviser Brochure                                             Page 5
Altus Capital Partners, Inc.

Altus will pay all normal operating expenses incurred during normal day-to-day
administrative services of the Funds, including overhead and expenses related to the
sourcing, evaluating, and due diligence of all investments. Expenses associated with any
investment prior to a Letter of Intent and not completed are generally paid by Altus.
Expenses associated with any investment made by the Fund(s) are generally later
reimbursed by the applicable portfolio company to Altus as part of the closing costs. These
expenses generally include, but are not limited to, travel, travel meals, business meals,
meeting expenses, legal and accounting services, market studies, insurance diligence,
portfolio management placement fees, direct telephone expenses, and any direct expenses
associated with the sourcing, analysis, negotiating and closing of the investment. These
reimbursed expenses and fees are paid either by a direct debit from the Fund(s) bank
account; a wire paid to Altus by the senior lender who is providing the leverage in the new
transaction; or by a wire or check from the portfolio company to Altus.

Broken Deal Expenses: All expenses associated with a transaction under a “Letter of
Intent” (“LOI”), which subsequently does not close, are reimbursed by the Fund(s) to
Altus. These expenses are offset by any Break-up Fee if such a Break-up Fee is received
by Altus. Any expense in excess of the Break-up Fee is reimbursed by the Fund(s) to Altus.
These expenses are generally paid by the Fund(s) to Altus from a direct debit of their bank
account. The offset of the Break-up Fee, paid to the Firm, less any expenses paid by the
Firm directly related to the transaction, will be applied to reduce the management fee
otherwise payable.

Portfolio Company Payments to Altus: Altus may assess a fee to portfolio companies
held by a Fund. These fees may include a director’s fee, transaction fees, monitoring fees,
and other similar service or advisory-related fees. Unless otherwise amended or
renegotiated, an amount of these fees or other negotiated offsets may reduce the
management fee otherwise payable from the applicable Fund to Altus (pro-rated to the date
of exit, with no acceleration). (Certain portfolio companies utilize senior advisers or
operating partners and these individuals are not related persons to Altus and are
compensated directly by the portfolio company).

Co-Investment Expenses: The Co-Invests pay their own direct expenses. These generally
include all carrying costs, including custody fees incurred. Such expenses are paid for by
the Firm until there is a realization. The Co-Invests reimburse the Firm for expenses prior
to distributing proceeds to investors. All origination and formation expenses are charged
to the original transaction to be effectively covered by the invested equity. This is similar
to the treatment of originating and transaction expenses of the main Fund. Specific terms
...

Item 7: Types of Clients

As mentioned in Item 4, the Firm provides investment management services to private
equity funds and co-investment vehicles. The Co-Invests invest in certain portfolio
companies, usually simultaneously with the Fund investment. Friends and family members
of certain Altus-supervised persons invest in the Altus Funds through a side vehicle formed
for that purpose. Such investors pay their individual share of the management fee and fund
expenses and receive audited financial statements.

Altus required limited partners to make minimum capital commitments in the Funds. Altus
also generally requires a minimum investment amount from investors for the Co-Invests.
However, minimum investment sizes are negotiable under certain circumstances at the sole
discretion of the Firm.