Christopher & Co LLC

Item 5 – Fees and Compensation

The fees and compensation payable to the Adviser are negotiable and vary among its
Clients. The Adviser’s fees can go up to 5% of assets under management.
The management fee may be paid out of current income and disposition proceeds of a Fund
and from drawdowns of capital which will reduce the remaining commitments. Any
amount drawn down from commitments to pay the management fee may, to the extent
limited partners or members of such Fund (collectively, “Limited Partners”) receive
subsequent distributions, be added to the unfunded commitments and be subject to recall.
A Fund bears all legal and other organizational and offering expenses incurred in the
formation of, and the offering of interests in, a Fund (and any subsidiaries of any of the
foregoing) and related entities, including, without limitation, legal fees, and expenses, the
cost of producing and distributing offering documents, any related marketing materials,
printing and mailing costs, filing fees and expenses, marketing and roadshow expenses and
any other expenses related to the foregoing.
Any amount drawn from commitments to pay expenses may, to the extent a Fund’s Limited
Partners receive subsequent distributions, be added to the unfunded commitments and be
subject to recall.
Each Limited Partner in a Fund is solely responsible for all of its own legal and tax counsel
expenses and any out-of-pocket expenses incurred in connection with its subscription or
the maintenance of its interest in a Fund.
The Adviser pays all of its ordinary administrative and overhead expenses in managing
investments, including salaries, benefits, rent, and the cost of office equipment and utilities.
To the extent not paid or reimbursed by a Portfolio Company or other underlying
investment of the Fund, the Fund will be responsible for all expenses attributable to the
Fund’s activities, including but not limited to: (i) all expenses directly or indirectly
attributable to (a) the Fund’s consideration and evaluation of, as well as participation in,
any investment (both investments in which the Fund participates and prospective
investments which are considered by the Fund but in which the Fund does not participate)
and (b) any co-investment opportunity that is unconsummated, including any portion
thereof that may or would have been allocated to potential investors had such co-
investment been consummated, in each case including, but not limited to: due diligence,
travel (including private and commercial air travel expenses) and entertainment costs (but
only so long as such travel and entertainment costs relate to the consideration and
evaluation of an investment), the costs associated with conference attendance or
sponsorship that is reasonably related to the Fund or to the consideration and evaluation of
an investment, the cost of identifying opportunities in tender offers and auctions and
research and valuation software, custodian fees, third party asset manager fees and

                                                                      Christopher & Co., LLC
                                                                      Form ADV Part 2A

expenses, paying intermediaries and costs and expenses of sourcing deals, broken deal fees
and expenses and all unreimbursed expenses incurred in connection with the actual or
proposed sourcing, holding, management, supervising, pledging, sale or other disposition
of all or any portion of assets held by the Fund; (ii) legal, auditing, administrative,
consulting and accounting fees and expenses (including any fees or expenses of the General
Partner acting in its capacity as the Fund’s “partnership representative”); (iii) insurance
expenses; (iv) extraordinary expenses (such as litigation, if any); (v) any actuaries,
accountants, advisors, auditors, administrators, brokers (including prime brokers), counsel,
custodians, valuation experts and other service providers that provide services to or with
respect to the Fund, and legal expenses incurred in connection with claims or disputes
related to one or more actual, unconsummated or proposed investments; (vi) all taxes, fees
and other governmental charges payable by the Fund (excluding any U.S. or non-U.S.
withholding taxes that are attributable to some but not all Partners as well as any imputed
underpayment, interest and penalties imposed pursuant to the partnership audit rules for
U.S. federal tax purposes or any comparable state, local or foreign income tax audit rules);
(vii) communications expenses; (viii) all expenses and costs associated with meetings of
the Limited Partners (including travel and travel-related expenses in connection with any
such meetings, which includes private and commercial air travel expenses); (ix) third-party
risk management assessments and analysis of the Fund’s assets; (x) compensation and other
similar expenses of professionals (including consulting (and its overhead) and any industry
executives, advisors, consultants, operating executives, subject matter experts or other
persons acting in a similar capacity) who provide services to or in respect of the Fund or a
Fund investment (including with respect to potential Fund investments); (xi) obtaining
research and other information for the benefit of the Fund, including information service
subscriptions, as well as expenses incurred to operate and maintain market information
systems and information technology systems used to obtain such research and other related
information; (xii) developing, implementing or maintaining computer software for the
benefit of the Fund, its Limited Partners and its investments (including potential
investments); (xiii) maintaining the Fund and any of its subsidiary entities (including
alternative investment vehicles), including those incurred in the organization, operation
and restructuring of such subsidiary entities (including alternative investment vehicles);
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Item 7 – Types of Clients

The Adviser provides investment advisory services to Funds, which are generally private
pooled, closed-end, private equity, venture capital and privately-placed investment
vehicles sponsored by the Adviser.