Calera Capital Advisors LP

Item 5 – Fees and Compensation
General
Calera and/or its affiliates provide discretionary investment advisory services to each of the Funds
pursuant to separate investment advisory agreements (the “Agreements”). The Agreements for
each Fund, along with specific Governing Documents of a Fund, set forth in detail the fee structure
relevant to each such Fund. The terms of the Agreements are generally established at the time of
the initial closing of the applicable Fund. In general, each Agreement is only terminable once the
applicable Fund is dissolved, wound up, and terminated.

Calera and/or its affiliates typically receive compensation from fees based on a percentage of
committed capital/assets under management, carried interest allocations and certain other fees
related to transactions. While such payments are in addition to the Management Fees, Calera will
(except as described below) share these amounts with investors in the applicable Funds through
an offset in the amount of Management Fees paid by the applicable Fund in connection with the
receipt of such amounts.

Current and potential Investors in a Fund should refer to the detailed information found in each
Fund’s Private Placement Memorandum (“PPM”) and Governing Documents for specific
information about the fees earned by Calera, including Fee Income (defined below) and the fees
charged to such Fund.

Management Fees
Calera receives an investment management fee (the “Management Fee”) payable approximately
quarterly or semi-annually (as the case may be based on the applicable Agreement) in advance;
the Management Fee is payable for any period that is less than a full Management Fee period and
is payable less than six months in advance. The Funds are generally charged a Management Fee
of up to 2.00% per annum of the total committed capital during the commitment period and on any
invested capital (which include debt and borrowing by the Funds in certain instances) thereafter.

For active funds of Calera, on a date specified in the Governing Documents (the “Step-Down
Date”), the Management Fee customarily decreases and is thereafter calculated based on the
amount of invested capital associated with the Fund’s aggregate capital contribution(s) in portfolio
companies that have not been the subject of a Disposition (as defined in the Governing
Documents). Because Management Fees are calculated based on invested capital following the
Step-Down Date, the Governing Documents do not require any reduction or refund of
Management Fees following a write-down, or a decrease (including a significant decrease) in fair
value. Similarly, if the fair value of an investment exceeds the aggregate capital contributions for
that investment, Management Fees payable after the Step-Down Date are not computed on the
appreciated value and instead continue to be determined by the amount of such capital
contributions. As a result, Management Fees generally will not track changes in the fair value of
any individual investment or of a Fund, including after the applicable investment period, and will
not be decreased to reflect write-downs.

In many cases, the post Step-Down Date Management Fee will be calculated to include capitalized,
transaction-specific fees and expenses of unrealized investments, which have been the subject of
capital contributions by limited partners, including certain fees and expenses paid to third parties
or their affiliates, which will increase the Management Fee. In addition, the Governing Documents
generally do not provide for the reimbursement or refund of Management Fees in the event of
realizations, dispositions, or partial write-downs or write-offs occurring mid-calculation period.

Continuation Vehicles are generally charged a Management Fee of 0.9% to 2.00% per an annum
of the total committed capital during the commitment period and on any invested capital thereafter.
Calera, in its sole discretion, has the authority to waive (and has waived), in whole or in part, the
Management Fee for certain Investors (including employees, strategic partners, or affiliates of
Calera). The Management Fee is negotiable and established at the time of the closing of an
investment commitment by an Investor and is generally paid by the Fund out of capital
contributions called from Investors, or out of amounts withheld from distributions to Investors. In
certain cases, the rate of Management Fees payable by an investor in a Fund will be lower based
on the size of the investment in the Funds made by the investor if the commitments meet certain
size-based fee reduction qualifications. The Management Fee assessed for each Fund, including
any such fee reduction arrangements, is described in further detail in each Fund’s PPM, Governing
Documents and Agreement.

The Management Fee for a Fund is reduced by the amount of any excess organizational expenses
paid by Investors in the Fund, as well as by other amounts relating to certain fees received by
Calera as described below, and as set forth in each Fund’s Governing Documents and Agreements.
The Management Fee for any Management Fee period of a Fund is generally pro-rated for the
number of days in such period, and in the case of the last Management Fee period, Calera will
refund to each electing Investor the amount of the Management Fee paid by such Investor allocable
to that portion of such period which is subsequent to the date of the final distribution of such Fund.

Calera typically receives a nominal administrative fee from its Co-investment Entities payable
approximately quarterly or semi-annually (as the case may be based on the applicable Agreement)
in advance (but does not typically charge Management Fees with respect to such entities). This
administrative fee is typically 0.25% per annum of the aggregate amount of funded capital
commitments (including any follow-on capital commitments).

Carried Interest Allocations
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Item 7 – Types of Clients
Calera’s clients are pooled investment vehicles that are exempt from registration under the
Investment Company Act. Calera provides discretionary investment advisory services to the
Funds directly, subject to the direction and control of the General Partner of each Fund. Investors
in the Funds may include, but are not limited to, high net worth individuals, pension plans
(corporate, state and foreign), sovereign wealth funds, endowments, foundations, banks, pooled
investment vehicles (e.g., funds-of-funds), trusts, estates or charitable organizations, and corporate
or business entities.

The minimum commitment for an Investor of a Fund is generally $10 million; however, it is
outlined in each Fund’s PPM and other Governing Documents that Calera (or the General Partner)
maintains discretion to accept less than the minimum investment threshold. In addition, as
discussed under Item 4 above, the Funds have entered into separate agreements, commonly
referred to as “side letters,” with certain Investors, to modify certain terms or add different terms
than those specifically described in the Governing Documents. Under certain circumstances, these
agreements could create preferences or priorities for such Investors.

Calera and its affiliates require that the Investors in each Fund meet certain suitability
qualifications, such as being “accredited investors” within the meaning set forth in Rule 501(a) of
Regulation D under the Securities Act and “qualified purchasers” as defined in section 2(a)(51)(A)

of the Investment Company Act. Also, Investors will be required to make certain representations
when investing in a Fund, including, but not limited to (i) they are acquiring an interest for their
own account, (ii) they received or had access to all information they deem relevant to evaluate the
merits and risks of the prospective investment and (iii) they have the ability to bear the economic
risk of an investment in the Fund. Details concerning applicable Investor suitability criteria are
set forth in the respective Fund’s offering documents and subscription materials, which are
furnished to each Investor. An advisory committee of representatives of at least three (or such
other minimum as specified in the relevant Governing Documents) Investors is selected by the
General Partner for the relevant Fund (“Advisory Committee”). The Advisory Committee of each
Fund advises the General Partner and resolves issues involving conflicts of interest, including
review of the valuations of the Fund’s unrealized portfolio investments for purposes of determining
writedowns. Generally, no member of any of the Advisory Committees will have duties to other
investors in the Funds and may themselves have conflicts of interest in voting on matters involving
the Funds.

In order to facilitate investment by certain Investors, the General Partners have established one or
more Parallel Funds which will invest and divest proportionally in all Portfolio Investments
alongside the Funds, subject to applicable legal, tax, accounting, regulatory or other similar
considerations. In addition, each Parallel Fund will bear its pro rata share of all expenses related
to such investments.