Carson Management Company LLC

Item 5 - Fees and Compensation

Description
CMC generally receives an annual management fee from each Partnership typically based on a
percentage of the (i) aggregate commitments of all limited partners during the investment period;
then (ii) subsequent to the investment period, a percentage of the remaining invested capital. The
percentage, generally between 0.75% and 1.0%, is payable quarterly in advance on January 1st,
April 1st, July 1st and October 1st of each year during the term of the Partnership. Management
fees are not reimbursed when a Partnership is fully liquidated prior to the end of a calendar quarter
for which fees have been paid in advance. This is due to CMC still performing its management
function including withdrawal and liquidation, in addition to managing the final audit and tax
reporting processes which extend well into the subsequent calendar year.

Limited partners in some Partnerships will also indirectly be charged an annual management fee
that is payable to the general partner of the relevant underlying investment Fund.

Management fees may be paid by calling available capital from limited partners or by reducing
distributions that would otherwise be paid to limited partners.

Partnership offering documents, including every respective limited partnership agreement and
Private Placement Memorandum, includes more specific information about how management fees
are charged at the limited partner level, and possibly at the underlying investment fund level.

Fee Billing
Investment management fees owed to the Firm are billed quarterly in advance and payable on
January 1st, April 1st, July 1st and October 1st of each year during the term of the Partnership. The
fees are deducted directly from each Partnership’s cash account when paid.

Other Fees
As stated above in Item 4, CMC generally invests in Underlying Funds advised by other
investment advisers (“Underlying Managers”). In addition to CMC’s fees noted above, CMC
Clients will also be responsible for fees and expenses owed to the Underlying Managers, including
their share of organizational and operating expenses, and management and performance fees as
applicable. Details of such fees and expenses are set forth in the Underlying Funds’ offering
documents. See Section 8 below for more information regarding such layering of fees.

Item 7 - Types of Clients

Description
CMC provides investment advice exclusively to Clients whom are limited partnerships in which
the general partner is an affiliated entity of CMC.

Minimum investment requirements for the partners are governed by the particular partnership
agreements and are at the discretion of the general partners. Typically, the minimum investment
commitment will be $250,000 for co-investment vehicles and between $500,000 and $1,000,000
for conventional Partnerships, although lesser amounts may be accepted at the discretion of the
general partner.