Cain International Advisers Limited

Item 5. Fees and Compensation
Management and Advisory Fees

All current and prospective clients should carefully review the Client Documentation in
conjunction with this Brochure for complete information on the fees with respect to a particular
client.

With respect to each Fund, Adviser’s management fee will be agreed in the Client Documentation
and will typically be calculated as a percentage of committed and/or invested capital in the relevant
Fund. With respect to each Fund, where Jersey Manager serves as manager, Adviser expects to be
paid, for the services it provides with respect to that Fund, a fee equal to a percentage of any
management fees received by or payable to Jersey Manager with respect to that Fund.

With respect to SMAs, Adviser generally will be paid a management fee, which typically will be
based on a percentage of the amount of capital that has been funded with respect to a particular
investment. The management fee will generally accrue at a mutually agreed upon annualized rate
payable in arrears as of the period-end set forth in Client Documentation (expected to be monthly
or quarterly) and will generally be prorated where appropriate. However, there will be no set SMA
fee schedule, and management fees may vary from client to client based upon the type of services
provided, size of the account, and relationship between the client and Adviser.

The amount of fees payable to Adviser (whether in respect of Funds, SMAs or otherwise), as well
as the timing and manner of payment, is established on a case-by-case basis in the applicable Client
Documentation received by the relevant client or investor in a Fund (as applicable).

Performance Fees

With respect to Funds, an affiliate of Adviser is also expected to receive carried interest on returns
above an agreed hurdle. The hurdle and other terms of such carried interest is established under
the Client Documentation applicable to the particular Fund.

With respect to SMAs, Adviser may receive from eligible clients performance or incentive fees
constituting a percentage of profits or gains in addition to the management fees mentioned above.
The terms of such fees are established under the Client Documentation applicable to the particular
SMA.

Adviser, at its sole discretion, can elect to reduce, waive, or calculate differently the fees with
respect to any clients.

                                   Cain International Advisers Limited

See also Item 6 - "Performance Based Fees and Side-by-Side Management".

Additional Fees

Adviser may charge SMA clients a one-time fixed subscription fee, commitment fees, and/or exit
fees in addition to the management and performance fees mentioned above, each as agreed in the
relevant Client Documentation. Adviser, at its sole discretion, can elect to reduce, waive, or
calculate differently the fees with respect to any clients.

The subscription fee is typically a mutually agreed upon fixed amount, payable one-time in
connection with the opening of an SMA, as set forth in the Client Documentation, and is designed
to compensate Adviser for the costs of establishing the SMA. The subscription fee is generally
payable within 10 business days after signing an SMA, subject to any different payment terms
contained in Client Documentation. The subscription fee may vary from client to client based upon
the type of services provided, size of the account, and relationship between the client and Adviser.

Commitment fees typically will be based on the amount of committed but un-drawn capital in the
client’s account. Commitment fees accrue at a mutually agreed upon annualized rate payable in
arrears as of the period-end set forth in Client Documentation and will generally be prorated where
appropriate. Commitment fees are designed to cover costs associated with keeping an active
pipeline of investment opportunities.

In certain circumstances, for certain SMA clients, Adviser may charge an exit fee upon early
termination of Client Documentation. The purpose of such fees is to provide compensation to
Adviser for seeking to identify, source or present investment opportunities from the date of the
SMA until termination of the SMA in accordance with its terms. Exit fees compensate Adviser for
services rendered and resources committed by Adviser prior to such early termination. Where
applicable, such fees are described in greater detail in the relevant Client Documentation.

Client Documentation will contain detailed provisions around termination of the relationship
between Adviser and the client. Clients should read Client Documentation carefully before
engaging Adviser.

Subject to the terms of Client Documentation, Adviser may recommend that clients invest in assets
that charge additional fees to a client, such as co-investment vehicles or holding companies to
whom Adviser or an affiliate may charge additional fees, resulting in multiple layers of fees on an
investment. Adviser and its affiliates may receive these additional fees, as well as commissions,
other remuneration, and/or profits made in some transactions involving affiliated entities. Any
such compensation is in addition to the fees described above and, unless specifically provided for
in Client Documentation will not offset or otherwise reduce these or other fees or expenses payable
by the client. As a result, Adviser has an incentive to select investments based on compensation
to affiliates rather than a client's needs. For more information on transactions involving affiliated
entities, including Adviser's procedures for addressing and disclosing the conflicts to clients,
please see Item 11 – “Code of Ethics, Participation, or Interest in Client Transactions and
Personal Trading”.

                                  Cain International Advisers Limited

At the direction of the client, Adviser generally will deduct its fees from a client's account (but
...

Item 7. Types of Clients
As described in Item 4, Adviser provides and intends to continue to provide non-discretionary
investment management services (or, in the circumstances set out under Item 4 - "Regulatory
Limitations and Strategy", discretionary investment management services) to Funds. The Funds
may include investment partnerships or other investment entities formed under foreign laws and
operated as qualifying private funds under the Investment Company Act of 1940. Funds generally
will have a minimum investment amount as provided in the relevant Client Documentation. With
respect to US investors, Fund interests will be offered and sold solely to US investors, including
affiliates of Adviser, who are qualified purchasers and accredited investors that are also Qualified
Clients. Minimum investment amounts may be waived pursuant to the applicable Client
Documentation.

Adviser also expects to provide investment advisory services to institutional SMA clients
including corporate pension and profit-sharing plans, trusts, estates, charitable organizations,
municipalities, foreign financial institutions and sovereign wealth funds, endowments,
corporations and business entities (including affiliated and unaffiliated insurance companies), and
other affiliated entities. Generally, Adviser's SMA clients will be required to meet net worth and
other requirements as set forth in the applicable Client Documentation.