CI Capital Partners LLC

Fees and Compensation
CI Capital or an affiliated entity receives carried interest and may receive a management fee for
providing investment services to the Partnerships. Management fees are generally payable quarterly
in advance and are prorated for any period that is less than a full calendar quarter. The Partnerships
are generally charged a management fee of 2.0%, per annum, on committed capital during the
Partnership’s commitment period, with a management fee of 1.75%, per annum, on funded capital
commitments that remain invested in the respective Partnership thereafter. The management fee is
funded by drawdowns of unfunded capital commitments of limited partners or amounts withheld
from proceeds otherwise distributable to limited partners of the Partnerships. The Partnerships are
also generally subject to a carried interest of 20% of profits on distributions from the disposition of
investments or securities, subject to a preferred return to the limited partners of 8% per annum. On
occasion, a higher carried interest, subject to a higher preferred return, may be agreed upon.

The carried interest and management fee may be waived or reduced at the discretion of CI Capital

for certain limited partners.

Please reference the Client Referrals and Other Compensation section of this brochure for details
regarding certain offsets that are applied to the Private Equity Partnerships’ management fees
described above.

The Partnerships bear all legal and other organizational and offering expenses incurred in the
formation of the Partnerships. Any such expenses in excess of a certain dollar amount will generally
reduce the management fees otherwise borne by the limited partners.

The fees and expenses charged to each Partnership are negotiated with the limited partners during
the Partnership’s fundraising period and may differ from Partnership to Partnership. Such fees and
expenses, which are either paid by or reimbursed to the Firm by the Partnerships, will generally
include: (i) all costs and expenses incurred in connection with the discovery, investigation,
evaluation, acquisition, carrying, monitoring or disposition of investments, and the management of
the relevant Partnership including, but not limited to, private placement fees, sales commissions,
appraisal fees, taxes, brokerage fees, hedging costs; underwriting commissions, discounts and
similar fees; accounting, legal, investment banking, consulting, information services, advisory, and
professional fees; custody, trustee, and transfer agent fees; other closing, execution and transaction
costs; administration expenses (including internet website hosting, record keeping, partnership
reporting, and fund administrators’ fees), taxes, insurance, and other such expenses;
(ii) fees, costs and expenses incurred in research and in otherwise obtaining information for the
benefit of the relevant Partnership, including attending conferences in connection with the
evaluation of potential portfolio investments or business segments, information service
subscriptions, and the operation of market information systems and information technology
systems; (iii) travel (which may, on occasion, include the use of non-commercial planes, in which
case, unless such expense is being charged to a portfolio company, generally the equivalent of no
more than a first class ticket for each person traveling may be charged), meals, lodging and
entertainment expenses related to the formation of the relevant Partnership, partnership reporting,
and the acquisition, carrying, or disposition of investments; (iv) any fees and expenses for litigation,
indemnification or extraordinary expenses relating to the affairs of the relevant Partnership or
its investments; (v) fees and expenses for compliance with applicable laws or regulations (including
AIFMD and similar legal/regulatory regimes); (vi) interest, fees and expenses relating to borrowing
arrangements or guarantees with respect to any Partnership investments; (vii) expenses with respect
to the formation of alternative investment or similar vehicles provided for in the relevant partnership
agreement; and (viii) administrative costs of the relevant Partnership, including expenses incurred
in connection with Partnership meetings, distributions to partners, changes to the constituent
Partnership documents, and liquidation and termination of the Partnership. Costs and expenses
related to potential investments or dispositions are paid by the relevant Partnership regardless of
whether the investment or disposition is consummated.

Expenses incurred by members of the Advisory Board of the Private Equity Partnerships in
connection with attending Advisory Board meetings are typically paid by (or reimbursed to the Firm
by) the Private Equity Partnerships.

Advisers or consultants have been and may in the future be engaged by or on behalf of the
Partnerships or a portfolio company to work actively with CI Capital on sourcing and evaluating
new transactions, as well as providing advice related to current portfolio company matters. These

individuals are not partners or employees of CI Capital or any of its affiliates, and their terms of
engagement are negotiated individually. The fees, costs and expenses (including, if negotiated,
overhead) incurred in connection with the provision of such services by such individuals are
generally borne by the relevant Partnership or portfolio company to which such individual provides
services. On occasion, such individuals may be engaged by CI Capital in which case the fees, costs
and expenses (including overhead) are borne by CI Capital. Payments (including cash compensation
and equity incentive compensation) received by advisers or consultants engaged by or on behalf of
the Partnerships and/or a structuring vehicle through which a Partnership had made an investment,
CI Capital, or a portfolio company to work on sourcing and evaluating new transactions, or
...

Types of Clients
CI Capital provides discretionary investment advisory services to the Partnerships, as described in
the Advisory Business section. Each Partnership operates as a pooled investment vehicle. In-
vestment advice is provided directly to the Partnerships, subject to the direction and control of the
general partner of each Partnership, and not individually to the respective limited partners. Investors
in the Partnerships may include, but are not limited to, corporate or business entities, banks, pooled
investment vehicles (e.g., funds of funds), trusts, estates or charitable organizations, endowments,
foundations, pension plans, and high net worth individuals. All investors are required to be
“accredited investors” (as defined in Regulation D promulgated under the Securities Act of 1933)
or otherwise be permitted to invest under applicable securities laws.

The minimum capital commitment for a limited partner of a Partnership is outlined in such
Partnerships’ governing documents; however, CI Capital maintains discretion to accept less than
the minimum investment threshold. In addition, the Partnerships typically enter into separate
agreements, commonly referred to as “side letters”, with certain investors that amend, modify or
supplement the terms of the governing documents of the respective Partnership. Under certain
circumstances, these agreements could give certain investors additional rights relative to other
investors.

Methods of Analysis, Investment Strategies and Risk of Loss
CI Capital’s investment strategy for the Partnerships is to make control investments in leveraged
buyouts of middle-market companies primarily in North America and Europe. The Firm targets
industries with attractive growth potential and strong cash flow. The Firm generally invests in
businesses that can be used as a platform company for the consolidation of a fragmented industry.
The sectors on which the Firm currently focuses include business services, healthcare services,
distribution and logistics, residential services and government services.

In sourcing and conducting due diligence of investment opportunities, the Firm seeks to form
partnerships with experienced management teams and entrepreneurs to build substantial businesses
through add-on acquisitions, organic growth and operational improvements.

Typically, the main source of information for the Firm regarding prospective portfolio companies
is due diligence performed on such companies, which involves, among other activities, inspecting
the books and records of the company, interviewing management and analysis of the company
within its relevant industry. If an investment is made in a public company, publicly filed corporate
documents will also be inspected by CI Capital. The Firm’s due diligence is supplemented by
accounting/tax, legal, information technology, and insurance and benefits advisors and, as
warranted, environmental, operations, organization, economic and strategy/industry advisors.

Prior to making an investment, CI Capital typically works with its operating executives and other
industry experts to develop a plan to build value, which may incorporate aspects of the following
strategies:

       (i)     Growth through acquisition;
       (ii)    Organic growth;
       (iii)   Improvements to corporate infrastructure and augmentation of senior management,
               as warranted; and
       (iv)    Margin improvement initiatives.

Investment Risks

Acquiring interests in the Partnerships involves a number of risks. An investment in each
Partnership may be deemed a speculative investment and is not intended as a complete investment
pro-gram. It is designed for sophisticated investors who fully understand and are capable of bearing
the risk of an investment in the Partnership. No guarantee or representation is made that the
Partnership will achieve its investment objective or that limited partners will receive a return of their
capital. Prospective investors in the Partnerships should consult with their advisers.

All investing involves a risk of loss and the investment strategy offered by CI Capital could lose
money over short or even long periods. The description contained below is a brief overview of
different market risks related to the CI Capital investment strategy.

       General Business and Management Risk

Investments in portfolio companies subject the Partnerships to general risks associated with the
underlying businesses, including market conditions, changes in regulatory requirements, reliance
on management at the company level, interest rate and currency fluctuations, general economic
downturns, domestic and foreign political situations and other factors. With respect to management
at the portfolio company level, many portfolio companies rely on the services of a limited number
of key individuals, the loss of any one of whom could significantly and adversely affect the portfolio
company’s performance.

       Lack of Diversification

Though efforts will be made to limit concentration risk in the Private Equity Partnerships, CI Capital
expects that the Partnerships will be comprised of investments that would not be considered
diversified. If a Partnership’s investments are concentrated in a few portfolio companies or
industries, any adverse change in one or more portfolio companies or industries could have a
material adverse effect on such Partnership’s investments.

       Liquidity Issues

The Partnerships will generally invest in investments where there is likely to be no actively traded
market. Under adverse market or economic conditions or in the event of adverse changes in the
financial condition of the issuer or of the asset, the Partnerships may find it more difficult to sell
such investments when CI Capital believes it advisable to do so or may be forced to sell them at
prices lower than if the instruments were widely held. Thus, the range of disposal strategies
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