CMS Fund Advisers LLC

Item 5 – Fees and Compensation
      ADVISORY FEES

      The Firm charged its clients annual advisory fees that generally range from 0.25% to
      2.0% of an asset fee base. The asset fee base for an initial period of years (usually 3 to 5)
      was equal to the client’s full committed capital regardless of how much has been
      contributed by investors.

      After the initial period of years (usually 3 to 5), the asset fee base generally decreased
      over time with asset sales, write-offs or capital commitment waivers, subject to certain
      caveats. The specific fee charged depends upon the type and complexity of services to be
      provided. Because the Firm and the client are related to one another, there is no
      independent person who negotiates the Firm’s advisory fees. However, the specific fee
      arrangements, exact fee start date, exact calculation of the asset fee base, and other types
      of fees and expenses paid by each client are described in the client’s offering
      memorandum. Therefore, investors received information about what the fees were prior
      to deciding to make an investment in that client.

      As mentioned before, some of the Firm’s clients are funds of funds that invest in other
      clients of the Firm. The specifics of the Firm’s advisory fees may not be fully known or
      disclosed to investors at the time of the offering of interests in a client that is a fund of
      funds. The unknown specifics may include the fee percentage, the asset fee base and the
      fee start date. We always attempt to charge fees that are fair and reasonable in amount
      based on the type and complexity of the services provided. We generally select a fee
      start date that coincides with (i) when we started performing advisory services, (ii) the
      date of the initial investor closing, (iii) when the client’s first investment was made, or
      (iv) when subadvisory or other consulting fees are due.

      In cases where the Firm delegated certain advisory responsibilities to a related adviser,
      the Firm may have shared a portion of its fees with respect to certain accounts with those
      advisers who were performing specific services.

      OTHER COMPENSATION

      Other types of fees and expenses that are paid by a client to either the Firm or an affiliate
      are described in the client’s offering memorandum if known.

     Some of the other types of fees and expenses that usually are paid by a client are:
     auditing fees and costs; custodial fees and costs; banking fees and costs; franchise taxes
     and entity formation and maintenance fees; legal expenses; securities and “blue sky”
     filing fees; an allocable portion of the costs (including third party service fees) related to
     recording, managing and reporting of accounting, tax and financial information, investor
     subscription processing, cash calls and distributions; fees and costs related to asset
     management information technology and software; fees and costs related to anti-money
     laundering and other regulatory compliance; expenses related to roadshows and offering

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      related activities; postage and travel expenses. See Item 6 below for information about

Item 7 – Types of Clients
      Please refer to Item 4 above.

     The Firm’s advisory clients generally are private equity and real estate investment funds.
     Our clients are limited partnerships that are related to us because there is majority
     common ownership and control between the Firm and the general partners of those
     limited partnerships. Some of our clients are funds of funds meaning that they invest in
     other investment funds that may or may not be related to us. All of our clients are closed-
     end (meaning they do not accept additional subscribers after a stated offering period)
     investment partnerships with capital committed by investors that is usually drawn down
     and contributed over time to purchase investment securities and pay expenses. Our
     clients do not offer redemption rights or liquidity to their investors. Our clients’ investors
     are typically (but not exclusively) high net worth individuals and trusts and other family
     investment entities created by those individuals. Some investors are institutions. We do
     not manage separate advisory accounts for individual or institutional investors, and
     investors often invest in more than one fund or other related investment opportunity.

Item 8 – Method of Analysis, Investment Strategies and Risk of Loss
      METHOD OF ANALYSIS AND INVESTMENT STRATEGY

      The Firm advises its clients primarily about making investments in private companies and
      real estate. Each client will have a specific strategy and investment focus that is
      described in the client’s offering memorandum. Some clients may have strategies similar
      to other clients. The client’s offering memorandum and/or limited partnership or
      operating agreement may include specific guidelines or restrictions on investments. The
      Firm’s role is to (i) find investment opportunities that fit the client’s specific strategy, (ii)

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Part 2A of Form ADV: Firm Brochure                                Page 9

      diligently investigate each investment’s benefits and risks (called due diligence), (iii)
      make recommendations to each client whether to buy, hold or sell an investment, and (iv)
      monitor the performance of investments made. The Firm reviewed its recommendations
      against any specific guidelines or restrictions on the client’s investments. The Firm does
      not make the final investment decisions. The final investment decisions are made by the
      general partners of the various limited partnerships that are our clients. As stated
      elsewhere in this brochure, there is common ownership and control between the Firm and
      most of those general partners.

      DUE DILIGENCE

      Professional employees of the Firm or its affiliates perform due diligence on each
      investment opportunity. Due diligence has varied depending on the type of investment
      but has typically included some or all of the following:

                    Review, preparation and/or analysis of business plan
                    Review and negotiation of legal documents relevant to the security to be
                     held
                    Review of insurance coverage
                    Review of historical financial information
                    Research and analysis of market information
                    Research and review of competition
                    Review, preparation and/or analysis of financial projections
                    Interviews and/or background checks of key company management and
                     joint venture partners
                    Lien searches of company assets and real estate
                    Review of material contracts and other company data
                    Review of real estate title, zoning and survey
                    Review of real estate environmental and engineering conditions
                    On-site visits to company headquarters and/or real estate

      The above is not an exhaustive list, nor does every item on the list apply to all investment
      opportunities. Moreover, due diligence performed on funds of funds tends to cover the
      manager(s) of funds versus the underlying assets. Our professional employees have used
      their experience and expertise to review each investment opportunity in a diligent way.
      For certain items on the list that require special expertise, consultants may be engaged on
      behalf of the client to perform research and prepare reports. Our employees then review
      and analyze those third-party reports. In addition, legal counsel is engaged on behalf of
      each client to prepare or review and negotiate legal documents with reasonable and
      customary provisions to protect the interests of the client. The client pays the fees and
      costs of consultants and legal counsel. To the extent affiliated consultants or legal
      counsel are engaged to provide services, the fees that are charged do not exceed rates
      customarily charged by third party consultants or legal counsel.

      A related adviser may perform some of these duties under a subadvisory agreement.

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Part 2A of Form ADV: Firm Brochure                               Page 10

      RISK OF LOSS AND RISK FACTORS

      Investing in securities involves risk of loss that clients and investors should be prepared
      to bear. There can be no possibility of profit without risk of loss, including the risk of
      loss of one’s entire investment.

      The types of securities we recommend to our clients are illiquid and speculative. There is
      no guaranty that our recommendations will turn out to be profitable to our clients or their
      investors. Our clients may not be able to sell or liquidate recommended securities if our
      clients need capital for other purposes. Our clients do not offer redemption rights or
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