Capital Dynamics Inc

Item 5. Fees and compensation
Capital Dynamics typically receives asset-based advisory compensation in connection with the advisory services it
provides to CD Advisory Clients, and negotiated fixed fees for the provision of portfolio services to its Portfolio Servicing
Clients. In addition, Capital Dynamics and/or the General Partners typically receive performance-based compensation if

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specified performance objectives are met (as more fully discussed in Item 6 - Performance-Based Fees and Side-by-Side
Management).

Asset-Based Compensation
Advisory fees for Investment Mandates are typically calculated on a fixed-fee basis, as a percentage of assets under
management or as a percentage of invested capital. Fee-related terms for Investment Mandates are separately
negotiated and take into account the investment strategy to be employed, the account size and the specific services to
be performed. Fee terms are set forth in the advisory contract between a client and Capital Dynamics.

Advisory fees for CD Funds typically range from 0.5% to 2% of their respective capital commitments or invested amount,
often incorporating “step-downs” or reductions in such percentage rates depending on the applicable fund’s investment
cycle. Fee terms are generally non-negotiable, although Capital Dynamics may, in its sole discretion, agree that a client
and/or an investor (or a group thereof), including clients and investors that are affiliates of Capital Dynamics, is eligible
for a reduction, discount, set-off or waiver of some or all management fees and performance fees with respect to its
investment in a CD Fund (or its investment across a number of CD funds and products), without notice to, or consent of,
other clients or investors, subject to the terms of applicable governing documents and applicable law. Certain investors
may also be eligible for volume discounts, founders round discounts, affiliation discounts, consultant discounts, loyalty
discounts, or other discounts not available to all investors, including discounts if they have previously invested or expect
to invest in another CD Fund.

Advisory fees are paid quarterly, either in advance or arrears, depending on the governing documents. Advisory fees for
Investment Mandates are typically billed directly to the client. Advisory fees assessed by CD Funds are typically paid
directly by the CD Fund. Specific fee terms are set forth in the governing document of the applicable CD Advisory Client.
While fees are calculated and collected quarterly, the amount of management fees charged in any year may be adjusted
in subsequent years to reflect updated information provided by underlying managers or portfolio companies.

Performance-Based Compensation
General Partners typically receive performance-based fees from the CD Funds for which they serve as general
partner/managing member. In certain instances, Capital Dynamics also receives similar incentive fees from Investment
Mandate clients. In most instances, performance-based compensation is payable only if specified performance
thresholds or hurdles are met, although in some instances, the General Partners’ share of dividends, interest and other
current income received in respect of portfolio investments is distributed prior to the achievement of performance
thresholds. The specific manner and rate at which performance-based compensation is calculated varies, depending
(among other factors) on the specific investment strategy employed by the applicable fund or mandate (as the case may
be) and, in all cases, is set forth in the applicable governing documents (typically the private placement memorandum
and the LPA/LLC agreement in the case of CD Funds, and the advisory or management contract in the case of Investment
Mandates). The payment of a performance-based fee may create an incentive for the General Partners and/or Capital
Dynamics (as the case may be) to make investments that are more speculative than would otherwise be made in the
absence of such performance-based compensation.

Transactional based compensation
Capital Dynamics and/or its affiliates will from time to time receive arrangement, origination, commitment, agency,
structuring, monitoring, syndication, consent, amendment, consulting, advisory, financing, directors’ or other
transaction fees whether in connection with portfolio investments made by CD Advisory Clients or on a standalone basis.
The terms of some of these arrangements may in certain instances provide for an acceleration of future fees to be paid
to Capital Dynamics upon termination. These types of arrangements present potential conflicts of interest and may
provide our supervised persons with an incentive to recommend investments based on compensation received or to be
received rather than making an investment decision based solely on the best interests of a Fund. Such fees, when

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received in connection with portfolio investments made by CD Advisory Clients, are generally offset in whole or in part
against advisory fees payable to Capital Dynamics; however in certain instances, Capital Dynamics will retain a portion of
such fees or the entire fee without a corresponding advisory fee offset, subject to the terms of applicable governing
documents and applicable law. Complete information on additional compensation received by Capital Dynamics and/or
its affiliates in connection with services related to portfolio investments and any offsets against advisory fees can be
found in the applicable governing documents of a CD Advisory Client. Complete information on compensation received
by Capital Dynamics and/or its affiliates on a standalone basis can be found in the applicable governing documents for
such standalone services.

Portfolio Services
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Item 7. Types of clients
Capital Dynamics provides discretionary management, non-discretionary advisory and portfolio services to its clients. As
described above, these clients include CD Funds (but not individually to the investors in a CD Fund), Investment
Mandates and Portfolio Servicing Clients.

The underlying investors that participate in CD Funds are typically: (i) “accredited investors” pursuant to Rule 501(a) of
the Securities Act of 1933, as amended (the “Securities Act”), (ii) “qualified purchasers” pursuant to Section 2(a)(51)(A)
of the Investment Company Act of 1940, as amended (the “1940 Act”), and/or (iii) otherwise meet the eligibility and
suitability requirements of the offshore transaction exemptions of the applicable U.S. and state securities laws. Such
investors may include domestic and foreign:

    -    public and private retirement and pension plans,
    -    state and municipal government agencies,
    -    insurance companies,
    -    banks and other financial institutions,
    -    corporations,
    -    sovereign wealth funds and government agencies,
    -    endowments,
    -    foundations,
    -    charitable organizations,
    -    family offices,
    -    labor and trade unions,
    -    investment trusts and estates,
    -    wealth managers and investment advisers,
    -    high net worth individuals,
    -    other CD Advisory Clients, and
    -    certain Capital Dynamics’ employees and consultants (directly or indirectly through affiliated vehicles).

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CD Funds typically require investors to meet a minimum investment threshold (as set forth in the applicable governing
documents), although the General Partner may waive the requirement in its sole discretion. The investment minimum
for an Investment Mandate, on the other hand, is considered on a case-by-case basis taking into account a variety of
factors, including investment strategy and objectives, discretionary or advisory nature of engagement, fee structure,
duration of contract and administrative requirements. Clients that engage Capital Dynamics for portfolio services are
generally large institutional investors, either domestic or foreign.