CFT Capital Management LLC

Fees and Compensation

                                                                                              Form ADV Part 2A, Item 5

General
CFTCM (including any of its GPs) generally receives management fees (“Management Fees”) and may also
receive performance allocations in the form of carried interest (see Item 6 below) in connection with the
investment management and administrative services it provides to the Funds and Co-Investment Funds. Co-
Investment Funds and other investment vehicles may not be subject to the fees, expenses and/or carried
interest allocations described herein.

Management fees, carried interest allocations and other compensation payable to the Firm (including its GPs)
by the Funds or Co-Investment Funds together with other terms governing the management of the Funds or
Co-Investment Funds by the Firm, are established by CFTCM at the time of the establishment of the Funds or
Co-Investment Funds (and negotiated with participating investors prior to their investment), as applicable.
Specific details of such compensation and its method of calculation are set out in the offering materials,
disclosure documents, management agreements and/or governing documents of the Funds or Co-Investment
Funds, and vary as between the Funds and Co-Investment Funds. Fee terms for the Funds or Co-Investment
Funds may be changed during the term of the relevant relationship. The share of compensation earned by
CFTCM or its affiliates in respect of the Fund or Co-Investment Fund varies among investors pursuant to the
terms of the governing documents, side letter agreements or other arrangements with specific investors in the
Fund or Co-Investment Fund, whereby such investors receive direct or indirect reductions of management fees
or other compensation otherwise payable with respect to their investments managed by the Firm. Such
arrangements may include CFTCM granting certain preferential terms to certain investors in the Fund or Co-
Investment Fund. Where a strategic investor participates in the Fund or Co-Investment Fund through a
dedicated investment vehicle as part of such arrangement, such vehicle may be granted terms, including
management fees or carried interest, that are more favorable than those applicable to other investors.

Fees
We are typically compensated for our services through the payment of base management fees that are
expressed as a percentage of the total capital committed to the Funds for the investment period as well as a
percentage of the unreturned capital contributions to the Funds thereafter (“Management Fees”). In some
situations we are also entitled to performance allocations or incentive distributions (see Item 6, below). In
addition, fees associated with investments made by the Funds will be paid to the Funds. Any such transaction
fees received by the Funds may be retained and (i) applied by the Funds to pay for certain out-of-pocket costs
otherwise payable by the Funds and (ii) paid to CFTCM to pay certain direct employee expenses; provided,
however, that such amounts shall not be used to compensate our Principals.

Management Fees for the Funds are set forth in the Fund Documents, and as such are generally non-
negotiable. The Management Fees are typically charged and payable annually in advance. Fees may be
deducted directly from the Fund’s assets.

Management Fees for family offices are generally charged at a flat rate and may be negotiable. These fees are
typically charged quarterly in arrears and paid directly by the family office client. In some situations we are also
entitled to performance allocations (see Item 6, below). CFTCM may enter into a variety of different fee
compensation structures for its non-discretionary services, which would generally vary substantially from its fee
structure for providing advisory services where it has full discretion.

Portfolio Company-Related Fees
In addition to management fees for operating the Funds and Co-Investment Funds, CFTCM may also receive
fees for work on the development and execution of core strategies for portfolio companies and for projects to
increase portfolio company value. Portfolio-company related fees are paid regardless of a fund’s profitability
and are not negotiated with investors in the Funds or Co-Investment Funds and may be capitalized as part of

the acquisition price of the relevant investment for consummated investments.

Costs and Expenses
Generally, the Funds bear all legal, accounting and other fees, costs and expenses of and incidental to
organizing and funding the Funds and the general partner and manager of the Funds up to a certain amount as
set forth in the governing documents of the Funds. The Funds will also bear the operational costs and
expenses of the Funds. Such costs and expenses may include, but are not limited to: (i) legal, auditing,
custodial, administrative, consulting, financing and accounting fees and expenses of the Funds; (ii) expenses
associated with preparation of the Funds’ financial statements, reports to Fund investors and tax returns; (iii)
out-of-pocket expenses and other expenses incurred in connection with the operation of the Funds under the
laws of the jurisdiction in which they are organized; (iv) out-of-pocket expenses of transactions not
consummated; (v) expenses of appraisers and consultants; (vi) expenses of litigation and indemnification; (vii)
insurance premiums; (viii) expenses of advisory committee meetings and meetings of the Fund investors; (ix)
other expenses associated with the acquisition, holding and disposition of the Funds’ portfolio investments
including extraordinary expenses; (x) any taxes, fees or other governmental charges levied against the Funds;
and (xi) costs of dissolving and winding up the Funds. Fund investors may also bear a portion of any fees or
expenses charged by any special purpose vehicles that have been formed to facilitate portfolio investments by
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Types of Clients

                                                                                         Form ADV Part 2A, Item 7

CFTCM primarily provides investment advisory services to private funds and family offices.

The minimum Fund investment is $100,000 but CFTCM, at its sole discretion, could accept lower investment
amounts.

Family office accounts are generally in excess of $5 million.

                Methods of Analysis, Investment Strategies and Risk of Loss

                                                                                            Form ADV Part 2A, Item 8

CFTCM provides investment advisory services that are customized to each Client’s investment objectives, time
horizon and risk tolerances as set forth in the Fund Documents or Investment Management Agreement.

For family offices, we work with Clients to develop an investment strategy by considering a Client’s financial
condition, financial and investment objectives, income and liquidity needs, desire and need for principal
protection, risk tolerance and tax sensitivities. Investments are based on the family office’s needs and
generally focus on investments in alternative assets. Our mandates for family offices will typically be broad in
scope and may vary widely from other Clients we advise.

We select investments by analyzing information from a variety of sources, which may include financial
newspapers and magazines, inspections of corporate activities, research materials prepared by others,
corporate rating services, annual reports, prospectuses, filings with the SEC, and company press releases. We
may also obtain market information through internal research facilities and third party providers such as
Bloomberg, Dow Jones Capital, Reuters, wire services, and other publicly available sources. We may obtain
additional information on issuers through due diligence meetings with issuers’ management, court filings
(including bankruptcy filings), independently prepared engineering and technical reports, interviews with
suppliers, customers and competitors, third party analytical systems, and audited financial reports. Additionally,
we may gather information for analysis through discussions with third parties such as tenants, customers,
surveyors, engineers, environmental consultants, local brokers, attorneys, investment bankers, published
research, discussions with third party investment research professionals, potential co-investors, etc.

We may use a variety of analytical methods on the data we collect, including fundamental, technical, and
cyclical analyses. We also may analyze securities structures, political risks, monthly compliance statements,
discounted cash flows, and proprietary data and analytical systems developed and maintained in-house.
Further, we may perform analyses based upon debt payment history, term of debt, price, equity kickers, interest
rate, market interest rates, general market conditions, industry conditions, and other similar factors.

Once we have identified investments that meet our criteria, we may employ a variety of investment strategies.
Any investment includes the risk of loss and there can be no guarantee that a particular level of return will be
achieved. While CFTCM seeks to mitigate risks so that they are appropriate to the return potential for the
strategy or Client, it is usually not possible or desirable to fully mitigate risks. Clients and investors should
understand that they could lose some or all of their investment and should be prepared to bear the risk of such
potential losses.

Our services are not intended to provide a complete investment program for investors. CFTCM expects that
the assets it manages do not represent all of an investor’s managed assets. Investors are responsible for
appropriately diversifying their assets to guard against the risk of loss. In addition, there can be no assurance
that CFTCM will draw down all or any particular portion of a Client’s commitment where, for example, CFTCM
does not believe that investment opportunities available in the market place are prudent or appropriate for the
Client.

Specific risks applicable to a particular Client are enumerated in the Fund Documents or the Investment
Management Agreements or related documents with respect to each Client. The investments we manage
entail the following general risks, some or all of which may be applicable to any particular Client depending on
the asset classes involved and investment guidelines of such Client:

    •   Certain senior principals of CFTCM may from time to time focus their activities on other opportunities
        and areas unrelated to Clients, including personal investments or endeavors.

    •   The business of making alternative investments is by its very nature highly uncertain. There are a
        large number of factors that can and will affect the success of the Funds, including the overall

    economic environment, interest rates, the stock market, competition for attractive opportunities and the
    ability to realize gains from portfolio companies on a timely basis.

•   Because of the numerous risks involved in CFTCM’s investment strategies, the lack of a public market
    for the interests in the Funds and restrictions on the transfer of interests in the Funds, certain
    investments are only suitable for sophisticated investors who are willing and able to hold investments in
    the Funds for the entire terms of the Funds and who understand they may lose all or a significant
    portion of their invested capital.

•   Our investment strategies may involve investments issued by privately held companies. These
    companies may have operating results in a specified period that are difficult to predict. Such
    investments involve a high degree of business and financial risk that can result in substantial losses,
    including a complete loss of invested capital.
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