CIC Partners Management LLC

Item 5 Fees and Compensation
FUND MANAGEMENT SERVICE FEE SCHEDULE:

We will generally receive management fees and/or performance fees (also known as carried or profits
interests) (assuming certain regulatory requirements are satisfied) in connection with the advisory
management services that we provide to the CIC Investment Vehicles. Management fees, performance
fees and any other compensation payable to CIC Partners Management or its affiliates for such services
by a CIC Investment Vehicle and its investors are generally negotiated with each CIC Investment Vehicle
(or its underlying investors) and will depend on a number of factors as discussed below. The fees and
other compensation payable by each CIC Investment Vehicle (or its underlying investors) are described in
each such CIC Investment Vehicle’s partnership agreement or other governing documents.

The management fees we receive will be based on committed or invested capital in accordance with the
terms of the partnership agreement or other governing documents of the applicable CIC Investment
Vehicle. Our current management fees will typically be up to 2% of capital committed to the relevant CIC
Investment Vehicle during the investment period and up to 2% of invested capital remaining following the
investment period, depending, in particular, on market terms, the strategy of the relevant CIC Investment
Vehicle, the amount of assets under management with the CIC Investment Vehicle and the point in time in
the life cycle of the relevant CIC Investment Vehicle. The fees typically will be calculated and paid semi-
annually in advance in January and July. The general partners of the CIC Investment Vehicles may make
capital calls on investors in the CIC Investment Vehicles for the amount of our management fees and
remit the amounts received to CIC Partners Management. Management fees paid by investors in the CIC
Investment Vehicles generally impact the carried interest allocations received by the general partners as
special limited partners of the CIC Investment Vehicles. In addition, management fees payable to CIC
Partners Management by certain CIC Investment Vehicles may be reduced by certain other compensation
received by CIC Partners Management or its affiliates that relate to the relevant CIC Investment Vehicle
and its activities or by certain organizational, offering and other expenses borne by the CIC Investment
Vehicle.

The general partners, or special limited partners that are affiliates of the general partners, of the CIC
Investment Vehicles typically receive carried interests allocations from each CIC Investment Vehicle of up
to 20% of distributable cash of each portfolio investment. Carried interest allocations may be subject to
hurdles and/or claw-backs, depending on, among other things, the strategy of the relevant CIC Investment
Vehicle and market terms.

As indicated above, the fees and other compensation payable to CIC Partners Management by the CIC
Investment Vehicles are established by CIC Partners Management at the time of the establishment of the
relevant vehicle and negotiated with participating investors prior to their investment. Specific details of
such compensation and expenses and their method of calculation are set out in the offering materials,
disclosure documents and governing documents of the relevant CIC Investment Vehicles and, as indicated,
may vary from vehicle to vehicle. Once the relevant CIC Investment Vehicle has been established and
commenced operations, such compensation and expenses are generally not negotiable, although we may,
from time to time, enter into side letter agreements or other arrangements with specific investors in certain
CIC Investment Vehicles whereby such investors receive reductions of management fees or other
compensation otherwise payable with respect to their investments in CIC Investment Vehicles.

Each CIC Investment Vehicle (and its underlying investors) will typically pay or otherwise bear all legal
and other third party out-of-pocket organizational and offering expenses incurred in the formation of the
CIC Investment Vehicle and related entities. Investors in the Funds will typically, and investors in other
CIC Investment Vehicles may, receive a reduction in management fees in respect of offering and
organizational expenses in excess of specific amounts as described in the offering materials, disclosure
documents and governing documents of the relevant CIC Investment Vehicle. In addition, investors in
each CIC Investment Vehicle are responsible for expenses related to the operation of such CIC
Investment Vehicle, which may include but are not limited to legal, accounting, transaction related travel,
tax, audit, bank line interest, annual meeting, insurance, brokerage, investment banking, and dead deal
costs, and are described in each CIC Investment Vehicle’s partnership agreement or other governing
documents.

CIC Partners Management and its affiliates may also receive financial advisory fees, monitoring fees,
organization, transaction, and financing fees and similar fees for arranging acquisitions and other major
financial restructurings, divestment fees and directors’ and other fees and annual retainers from persons
in which the CIC Investment Vehicles acquire or hold investments. The management fees paid by limited
partners in the Funds are, and by investors in other CIC Investment Vehicles may be, reduced by
specified percentages of board fees (net of related expenses) and other fees (net of any related
expenses) that we or the general partner of each such CIC Investment Vehicle and their affiliates receive
from or through portfolio investments or prospective acquisition targets for sourcing and oversight,
including advisory fees, consulting fees, monitoring fees, brokers’ and finders’ fees, transaction fees, and
investment banking fees, and net break-up fees and litigation payments, if any, from broken deals.
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Item 7 Types of Clients

CLIENT BASE

CIC Partners Management provides advisory management services, as described above in response to
Item 4, to the CIC Investment Vehicles. Generally, investors participating in the CIC Investment Vehicles are
required to meet certain suitability and net worth qualifications, including qualifying as an “accredited
investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the
“Securities Act”), and generally as a “qualified purchaser,” as defined in Section 2(a)(51) of the Investment
Company Act, or as a “knowledgeable employee” within the meaning of Rule 3c-5 of the Investment
Company Act, depending on the applicable eligibility requirements of the respective CIC Investment
Vehicle. The general partners of the CIC investment Vehicles may generally waive the applicable minimum
investment amount at their respective discretion. The current CIC Investment Vehicles are invested in
by a broad range of U.S investors, including, among others:

        1.       individual investors;
        2.       private retirement and profit sharing plans;
        3.       trusts;
        4.       funds of funds;
        5.       corporations and investment partnerships; and

CONDITIONS FOR ACCOUNT MANAGEMENT

The Funds generally have specified minimum investment amounts set forth in their respective offering
materials, disclosure documents and/or governing documents. This amount is generally at least $1 million,
but lower commitments may be accepted in the discretion of the general partner of each Fund.