Capzone Management LLC

ITEM 5. FEES AND COMPENSATION
Management Fees

CZM is entitled to a management fee (the “Management Fee”), paid quarterly in advance, of the
Investor’s aggregate investment contributions plus such Investor’s share of investments for which the
Fund has made commitments or other reserves (including for development or development activities) to
complete investments by the Fund (to the extent capital has not yet been called therefor), as further
described in the Governing Documents. Except as otherwise agreed, the General Partner and Limited
Partners who are affiliates, employees or other designees of the General Partner, will not be subject to
the Management Fee. The General Partner is permitted at any time to elect to defer payment to CZM of
all or any part of any installment of, or to otherwise accrue, the Management Fee. For avoidance of the
doubt, the General Partner is not considered a Limited Partner.

Transaction Fees

The Management Fee will be reduced by Transaction Fees attributable to Investors not designated as
“affiliated partners” by the General Partner. Transaction Fees include: (i) directors’ fees, financial
consulting fees or advisory fees paid to the General Partner with respect to any Fund investment; (ii)
transaction fees paid to the General Partner with respect to any Fund investment; and (iii) break-up fees
with respect to Fund transactions not completed that are paid to the General Partner, in each case net of
certain expenses (including all unreimbursed costs and expenses incurred by the General Partner in
connection with any consummated or unconsummated transaction or in connection with generating any
such Transaction Fees) as set forth in the Governing Documents; but not including, in any event, any
amount received by the General Partner or other person from a Portfolio Investment (a) as
reimbursement for expenses directly related to such Portfolio Investment, (b) as payment for services
provided to any Portfolio Investment in the ordinary course of such Portfolio Investment’s business
(including fees for QOZB compliance services provided by CapZone Analytics LLC (“CZA”) and
acquisition and Management Fees, in each case as consented to by the Investors in the applicable QOZB)
or (c) as compensation for services provided by the General Partner or other person as an employee of
or in a similar capacity for such Portfolio Investment.

To the extent that any other fund or any other entity or individual co-invests (or commits to co-invest)
alongside the Fund in any Portfolio Investment (or potential Portfolio Investments, including a
transaction not consummated), any Transaction Fees will be allocated among the Fund and the co-
investors in proportion to the cost of the investment or potential investment in the Portfolio Investment
held (or committed to be held) by each. Accordingly, the Fund will, in most cases, only benefit from the
Management Fee reduction described above with respect to its allocable portion of any such Transaction
Fee and not the portion of any fee allocable to any other person that holds an economic interest in (or, in
the case of a transaction not consummated, would have held an economic interest in) the applicable
investment.

Organizational Fees

The Fund will reimburse the General Partner for the Fund’s and its affiliated entities’ organizational and
startup expenses (as further set forth in the Governing Documents), but not including any costs and

expenses incurred pursuant to any “most favored nations” process or any Placement Fees payable to any
placement agent in connection with the formation of the Fund (“Placement Fees”).

General Partner Expenses

The General Partner will pay all ordinary administrative and overhead expenses incurred in connection
with maintaining and operating its office(s), including employees’ salaries, rent and equipment expenses,
except as otherwise provided in the Governing Documents. The General Partner will also bear the cost
of any Placement Fees.

Fund Expenses

In addition to the Management Fee, the Fund will pay, or reimburse the General Partner or any other
person or entity advancing payment, all reasonable and customary fees, costs, expenses, liabilities and
obligations (referred to collectively in this “Fund Expenses” section, as “costs”) relating to the Fund, its
direct or indirect subsidiaries and their respective activities, business and actual or potential Portfolio
Investments (to the extent not borne or reimbursed by a subsidiary or actual or potential Portfolio
Investment), including all costs relating or attributable to:

(i)    activities with respect to the origination, identification and sourcing of investment opportunities,
including attending and sponsoring industry conferences and events, meeting with consultants, finders,
broker-dealers, investment banks and other sources of investments and developing and maintaining an
investment pipeline;

(ii)    activities with respect to pursuing, developing (including costs of tenant and capital
improvement) structuring (including tax), organizing, negotiating, consummating, financing,
refinancing, diligencing (including any subscriptions to any periodicals, databases or research services),
acquiring, bidding on, owning, managing, monitoring, operating, holding, hedging, restructuring,
leasing, servicing, taking public or private, selling, valuing, trading, rating, collecting on, winding up,
liquidating, dissolving, or otherwise disposing of, as applicable, the Fund entities and actual and
potential investments and in seeking to do any of the foregoing (including any associated legal, financing,
commitment, transaction or other costs payable to attorneys, accountants, tax professionals, investment
bankers, lenders, expert networks, third-party diligence software and service providers, consultants
and similar professionals in connection therewith);

(iii)  indebtedness of, or guarantees made by, the Fund or any other individual or entity (including a
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ITEM 7. TYPES OF CLIENTS
CZM offers investment advisory services to the Fund, a pooled investment vehicle. Such pooled
investment vehicle is structured as a Delaware limited partnership that is exempt from registration as an
investment company under U.S. law by virtue of either Section 3(c)(1) or Section 3(c)(7) of the Investment
Company Act of 1940, as amended (the “Company Act”). Investors will generally comprise institutional
investors and high net worth individuals and will be required to meet certain suitability and net worth
qualifications, such as being: (1) an “accredited investor” within the meaning of Rule 501 of Regulation
D under the U.S. Securities Act of 1933, as amended, and (2) a “qualified purchaser” as defined in Section
2(a)(51) of Company Act. CZM imposes a minimum of $8 million to invest in the Fund. However, this
amount can be waived or reduced at the discretion of CZM or an affiliate.