CMR Capital Management LLC

FEES AND COMPENSATION

The information provided in this Brochure merely summarizes, in a general manner, the
detailed information provided in each Investment Vehicle’s organizational documents,
including any Private Placement Memorandum or Confidential Investment Memorandum
(each a “PPM”, and with regard to each Investment Vehicle, in the aggregate, such
documents are hereinafter referred to as an Investment Vehicle’s “Organizational
Documents”). Current Third Party Investors and prospective Third Party Investors in any
new Investment Vehicle sponsored by the Adviser, and Affiliate, should be aware of the
substantial risks associated with investment in any Investment Vehicle as well as the terms
applicable to any investment (in particular with regard to compensation and fees (and fee
offsets) to the Adviser, or an Affiliate), and are expected to review, in detail, the
information provided in the Organizational Documents prior to any investment. This
Brochure is qualified, in its entirety, by each Investment Vehicle’s Organizational
Documents.

Investment Vehicles typically pay asset-based management fees (collectively, “Management
Fees”) on a quarterly basis, and performance-based compensation upon the distribution of
Investment Vehicle proceeds to Investors (“Carried Interests”). Compensation and fee structures
for Investment Vehicles vary depending on a number of factors, including, but not limited to, the
purpose and scope of the Investment Vehicle’s strategy, the size of the Investment Vehicle (e.g.,
the aggregate amount of Capital Commitments), the Term, and the amount of Adviser Capital
contributed by the Adviser Participant. Additionally, certain expenses of the Vehicle Manager
and the Investment Vehicle are charged to the Investment Vehicle and are payable from Capital
Contributions or an Investment Vehicle’s net operating income or net capital proceeds.

Management Fees.

       Management Fees are generally charged to an Investment Vehicle in two distinct stages
during the Term. Generally, during the Investment Period, the Management Fee is charged as a
percentage of an Investment Vehicle’s aggregate Capital Commitments. Following the
Investment Period, the basis for the Management Fee calculation changes to be based, generally,
on Capital Contributions not yet returned to Investors. Management Fees generally range from
one percent (1.00%) to three percent (3.50%) per annum.

Expenses.

        Generally, each Investment Vehicle is responsible for expenses relating to its operations,
including, but limited to fees (including Management Fees), costs and expenses of the
Investment Vehicle, together with certain overhead allocations of the Vehicle Manager, in
connection with potential investments and the evaluation, acquisition, ownership, sale, or
financing of any potential Investment, taxes, accounting, auditors fees, reporting and investor
servicing, legal counsel, insurance (including errors and omissions and directors and officers
insurance), travel, litigation and indemnification expenses, asset management expenses,

administrative expenses and any other extraordinary expense. Each Investment Vehicle will
also be responsible for the organizational expenses incurred by the Vehicle Manager and any
Investment Vehicle related Affiliates, up to a maximum amount as further set forth in an
Investment Vehicle’s Organizational Documents.

        In addition, Adviser, and its Affiliates, may perform advisory services, transaction-related
services and other services for, and receive fees from, actual or prospective Investment
Subsidiaries, including fees in connection with mergers, acquisitions, add-on acquisitions,
refinancings, private placements, public offerings, sales and similar transactions. Although these
fees are distinct from and in addition to any Management Fees, they are generally borne by the
particular Investment Holdco. Additionally, an Investment Holdco may reimburse the Adviser,
or its Affiliate, for expenses (including without limitation travel expenses incurred by the
Adviser, or its Affiliate, in connection with its performance of services for such Investment
Holdco).

        From time to time, Adviser, or an Affiliate thereof, may provide investment advisory
services only (and not fund management services) to Third Party Vehicles. In such, investment
advisory fees may be paid by the Third Party Vehicle to the Person so providing any such
services. Any such fees would be separate and apart from any Management Fees or Carried
Interest received by the Adviser, or an Affiliate, from Adviser sponsored Investment Vehicles.

TYPES OF CLIENTS

The Adviser provides investment management and investment advisory services to Investment
Vehicles as further detailed in this Brochure.