Colbeck Capital Management LLC

Item 5 – Fees and Compensation

A. Detailed information regarding the fees that are charged to each Client is provided in the relevant
   Client’s Offering Documents. Generally, the Firm is entitled to a management fee as compensation for
   its advisory services. The Firm is also generally entitled to receive a performance-based fee in the form
   of a “performance allocation” based on realized and unrealized gains in the form of. “carried interest”
   or an “incentive fee” (the carried interest, performance allocation and incentive fee are collectively
   referred to as “Performance-Based Fees”) depending upon the Fund, which is calculated based on a
   percentage of realized or unrealized gains generated by the Funds, less expenses and any amounts
   the Funds consider prudent to meet future expenses, investment commitments, obligations and
   liabilities after investors have earned a preferred rate of return. More information about the
   performance-based fees received by the Firm is provided in Item 6.

B. The Firm deducts a management fee as a percentage from Client accounts quarterly, in advance or in
   arrears, depending upon the Client. Consistent with the applicable Offering Documents, the
   management fee for certain Funds accrues on a daily basis commencing as of the initial closing and is
   calculated assuming the total capital commitments of all investors were committed as of the initial
   closing. Alternatively, for certain other Funds, the management fee is calculated based on invested
   capital.

C. A description of the types of fees or expenses the Clients may pay is set forth in detail in the Offering
   Documents or investment management agreement. The Clients generally bear all costs and expenses
   relating to each Client’s operations, including, but not limited to: (i) internal legal, administrative, tax
   and/or accounting expenses and related costs which includes allocable compensation of the Firm’s
   employees who provide such services to the Clients; (ii) indemnification and insurance expenses and
   the costs and expenses of any litigation involving the Funds and the amount of any judgments or
   settlements paid in connection therewith including, without limitation, directors and officers (D&O)
   insurance, errors and omissions (E&O) insurance and cyber liability insurance; (iii) the Management
   Fee; (iv) interest on and fees and expenses arising out of all permitted borrowings made by the Funds
   including subscription facilities, revolving credit facilities, delayed draw term loans, letters of credit, and
   other credit instruments; (v) offering and sale of interests to prospective investors including without
   limitation, travel, legal capital raising, accounting and administrative expenses associated therewith;
   (vi) all costs and expenses relating to sourcing, purchasing, structuring, monitoring, holding, disposing
   of, financing, hedging, developing, negotiating and structuring investments, including costs of
   warehousing, co-investment and parallel/feeder vehicle structuring, costs advisers, legal, accounting
   (internal or external, as appropriate in the Firm’s discretion), costs and expenses in connection with
   loan servicing and loan administration, expenses incurred in collection of monies owed to the Funds
   and costs of appraisal services, which, for the avoidance of doubt, includes any broken deal costs for
   those Clients who pay the Management Fee on the basis of invested capital; (vii) operational
   improvement initiatives relating to portfolio companies; (viii) all expenses related to organizing,
   maintaining, operating, restructuring, winding up, liquidating and/or dissolving entities through or in
   which investments may be made (including any general partner of such entities); (ix) transaction fees
   in connection with portfolio investments, including origination, syndication or arrangement fees, which
   may offset the Management Fee on a pro rata basis for the relevant Client; (x) placement agent fees
   which will in certain instances be offset against the Management Fee (such offset excludes fees paid
   to local intermediaries or distributors); (xi) Client regulatory and compliance costs and expenses
   including, without limitation, FATCA, Common Reporting Standards (CRS), partnership audit costs
   under the Bipartisan Budget Act (BBA), anti-money laundering (AML) and Know Your Customer (KYC)
   compliance, and sanctions screening also including Form PF but excluding Form ADV; (xii) any costs
   incurred in connection with environmental, social, governance or other investment considerations; (xiii)
   any taxes, fees or other governmental charges levied or assessed against, or collected from, the Funds
   and all expenses incurred in connection with any tax audit, investigation, settlement or review of the
   Funds (xiv) any costs and expenses associated with anti-money laundering regulation compliance and
   the cost of any anti-money laundering and related officers required by applicable law; (xv) costs and
   expenses of meetings of or reporting to Fund investors, including any advisory board to a fund and the
   related expenses thereto (room and board, dining, events etc.); (xvi) the costs, expenses and liabilities

    of any special purpose vehicles or holding entities utilized by the Funds in connection with investments;
    (xvii) investment and operations related travel expenses; (xviii) bank and brokerage fees and expenses,
    sales commissions and fees, commitment fees, non-refundable deposits and costs of expenses
    incurred in connection with the acquisition or disposition of actual or potential investments (whether or
    not consummated); (xix) software, technology, data security, cloud-based applications or similar
    services and expenses for other cyber initiatives related to activities of the Funds; (xx) costs of
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Item 7 – Types of Clients

The Firm currently provides investment advice to the Funds, which are private pooled investment vehicles
that are exempt from registration under the Investment Company Act. The offering of these Funds are
limited to individuals and entities that meet the criteria of “qualified purchasers.” The Firm also provides
investment advice to a limited number of SMAs, the Firm invests the SMAs assets for the benefit of the
owner of the SMA. The beneficial owner of the SMAs also meets the criteria of “qualified purchasers.” As
mentioned in Item 4, the Firm may also provide similar advisory services to, without limitation, proprietary
accounts and other investment vehicles in the future.

Prospective investors should refer to the Offering Documents of each respective Client for information on
minimum investment requirements, in addition to other such requirements for opening or maintaining an
account. The Firm may, from time to time, reduce the minimum investment commitment for investors.