Cloud Capital Advisors LLC

Item 5.        Fees and Compensation

Management Fees

The Funds will generally pay Cloud Capital management fees quarterly in advance based on a
percentage of the Funds' net asset value. The Management Fee is generally equal to a rate of 100 basis
points on committed capital per year depending on the Fund and investor. The General Partner of the
Funds has the right to negotiate the management fee or adjust the fee in its sole discretion. The
Management Fee will be reduced for investors with capital committed above certain thresholds. The
fee may be waived or reduced for certain investors.

Management fees will be deducted from an investor’s capital account(s) in the applicable Funds.
Cloud Capital or the general partner of the relevant Funds may, in its sole discretion, waive or reduce
all or any portion of the management fee with respect to any investor.

In addition to the management fees discussed above, investors will also pay performance
compensation as outlined in Item 6, below.

Expenses

Cloud Capital will bear its own overhead and administrative expenses. Each Funds will pay for all
costs and expenses associated with the organization, operation, and activities of the Funds, as specified
in the relevant Funds’ governing documents. Investors in the Funds will bear a pro rata portion of all
expenses billed to the Funds in which they invest.

Other Compensation

Cloud Capital will not receive any compensation outside of the management and performance
compensation outlined herein. However, Cloud Capital expects to engage in transactions or other
business arrangements on behalf of Clients that will generate compensation to Cloud HQ. Cloud
Capital has adopted policies and procedures to mitigate conflicts of interest associated with such
transactions and/or business arrangements.

Item 7.        Types of Clients

Cloud Capital provides advisory services to the Funds and separate accounts (collectively, “Clients”).
Generally, Cloud Capital’s Clients pursue a singular investment strategy and are invested as one entity.
Certain separate accounts may “opt-out” of specific investments in accordance with their investment
management agreements.

Co-Investments
Cloud Capital may, in its discretion, offer to certain investors or to third parties the opportunity to co-
invest alongside the Funds. The offering of co-investments and the terms of co-investments will be
negotiated on a case-by-case basis subject to the terms of the relevant Fund’s offering documents.