Capvest Partners Inc

Item 5 - Fees and Compensation
Adviser Compensation

CapVest Inc. will be paid an investment advisory fee by CapVest LLP, determined on an arm's length
basis in such amount and payable on such dates as shall be agreed from time to time between both
parties.

Information on amounts charged to the Funds by CapVest Affiliates (including the respective general
partner of each Fund) are described in the relevant Fund’s Operative Documents, and such compensation
generally takes the form of percentages applied to a Fund’s total commitments and/or invested capital and
in the case of carried interest, the amount of net profits realized by a Fund in connection with its
investment activities. See Item 6 for additional information on carried interest.
The general partners of the Funds are permitted to enter into side letters granting more favorable rights or
terms (including but not limited to reduced management fee and carried interest rates) to certain investors.
A most favored nation process is generally followed for most Funds, thereby entitling a limited partner to
elect certain terms contained in other limited partners' side letters.
The Funds will bear all fees, costs, expenses, liabilities and obligations (together with any value added
tax and any other relevant taxes) relating to their respective activities, business and investments, including
without limitation:
 i.      the management fees payable by the Fund;
 ii.     all fees, costs, expenses, liabilities and obligations attributable to sourcing, investigating,
         developing, bidding on, evaluating, negotiation of, obtaining regulatory approval for, acquiring,
         holding (directly or indirectly) monitoring, restructuring, and disposing of the Fund’s
         investments, whether consummated or unconsummated, and in connection with borrowing, other
         indebtedness, undertaking and hedging arrangements in accordance with the Operative
         Documents;
 iii.    legal, accounting, auditing, insurance, consulting (other than for investment management,
         investment advisory or similar services), data providers, administration, valuation and regulatory
         fees, costs, expenses, liabilities and obligations, and the fees, costs and expenses of any other
         professional advisers;
 iv.     any litigation and indemnification fees, costs, expenses, liabilities and obligations, judgments
         and settlements of the Fund or any Fund investor established by CapVest that is designated as a
         feeder vehicle by the Fund’s general partner and any taxes, fees or other governmental charges
         levied against the Fund or its general partner, CapVest AIFM, CapVest LLP and/or CapVest Inc.
         in connection with the Fund’s activities;
 v.      all out-of-pocket fees, costs, expenses, liabilities and obligations incurred in connection with
         investment and disposition opportunities for a Fund not consummated;
 vi.     costs and expenses of a Fund limited partner advisory committee and any marketing and related
         costs and expenses, including costs and expenses in connection with conferences, presentations,
         meetings or other events in furtherance of the business of a Fund;

vii.    all fees, costs, expenses, liabilities and obligations incurred in connection with the organization,
        management, operation and dissolution, liquidation and final winding-up of any alternative
        investment vehicles or any feeder vehicle;
viii.   offering and organizational fees, costs, expenses and liabilities, together with any tax thereon,
        incurred in connection with the establishment of a Fund (to the extent not exceeding the limit set
        forth in the Fund’s Operative Documents);
ix.     fees, costs, expenses, liabilities and obligations in connection with the liquidation or dissolution
        of the Fund and any feeder vehicle;
x.      all fees, costs, expenses, liabilities and obligations relating to defaulting limited partners in
        respect of the Fund and any transfers of their interests, in either case to the extent that such
        expenses have not been borne by the relevant defaulting limited partner;
xi.     all fees, costs, expenses, liabilities and obligations relating to anti-money laundering and
        sanctions monitoring occurred in connection with the activities of the Fund;
xii.    all fees, costs, expenses, liabilities and obligations incurred in connection with complying with
        side letters entered into with Fund investors;
xiii.   all fees, costs, expenses, liabilities and obligations incurred in respect of developing, structuring,
        operating and winding-up direct and indirect administrative and other investment structures in
        various jurisdictions formed for or utilized by the Fund to conduct certain aspects of the Fund’s
        investment activities, meals and accommodation expenses of the Fund’s general partner, CapVest
        AIFM, CapVest LLP, CapVest Inc. and/or any other member of CapVest allocable to such
        structures, the salary and benefits of any personnel of the Fund’s general partner, CapVest AIFM,
        CapVest LLP, CapVest Inc. and/or any other member of CapVest responsible for the maintenance
        of such structures and other related overhead fees, costs, expenses, liabilities and obligations to
        the extent not borne by the relevant Fund investee company (together in each case with any value
        added tax and any other relevant taxes (if any));
xiv.    similar fees, costs, expenses, liabilities and obligations in respect of CapVest as those set forth in
        sub-clauses (i) through (xiii) above; other than taxes and fees or charges incurred directly or
        indirectly by the Fund or any member of CapVest in respect of a particular investor or group of
        investors (and which would not have been incurred but for such investor’s or group of investors’
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Item 7 - Types of Clients
The Firm provides CapVest LLP with investment advisory services with respect to the Funds’ investment
activities and CapVest LLP is deemed to be the Firm’s client.
Criteria for investment by the Funds are set out in each Fund’s Operative Documents. Persons reviewing
this Brochure should not construe this as an offer to sell or solicitation of an offer to buy the securities of
any of the Funds referenced herein.