Constellation Wealth Capital LLC

Item 5 – Fees and Compensation

Constellation and its affiliated General Partners receive fees and compensation in exchange for advisory services
provided to the Funds, including management fees, carried interest, additional compensation in connection with
management services performed for the portfolio companies of the Funds and reimbursements from portfolio
companies for certain expenses advanced on their behalf. The Funds are also responsible for bearing certain
expenses as detailed below and in each Fund’s Governing Documents. The following is a general description of fees,
compensation and expenses of the Funds. Limited partners should refer to the Governing Documents of the
applicable Fund for a complete understanding of how Constellation is compensated for its advisory services; the
information contained herein is a summary only and is qualified in its entirety by such documents.

Management Fees

Constellation charges Fund I a management fee (the “Management Fee”) of 2% per annum of each limited partner’s
capital commitments. Specifically, Management Fees are initially charged at 2% of each limited partner’s committed
capital for the period of time during which Fund I is making investments; thereafter, the Management Fee is equal
to 2% of each limited partner’s actively invested capital with respect to investments that have not been realized or
written down.

Constellation charges Fund II a management fee (the “Management Fee”) of 1% per annum of each limited partner’s
capital commitments and 1% per annum of each limited partner’s actively invested capital during the period in which
Fund II is making investments; thereafter, the Management Fee is equal to 2% of each limited partner’s actively
invested capital with respect to investments that have not been realized or written down. Fund II’s borrowings are
generally taken into account for purposes of calculating the Management Fee, as provided in the Fund II Governing
Documents.

The amount of Management Fees generally will not correspond with fluctuations in the net asset value of individual
investments, aggregate investments in a portfolio company or of a Fund, including following the stepdown date, and
will not be reduced in connection with any write-downs (whether temporary or permanent), except in the case of
investments that have been realized or permanently written down. Permanent write-down determinations are
made in the discretion of the valuation committee in accordance with the relevant Governing Documents and the
Firm’s valuation policy. The post step-down Management Fee base will include capitalized transaction-specific
expenses of unrealized investments, which results in a higher Management Fee than if such transaction fees and
expenses were not capitalized into the asset base.

Assessed quarterly in advance, Management Fees are collected through a capital call, through a draw-down on a
Fund’s line of credit or offset against a distribution to limited partners. All Management Fees are negotiated with
limited partners during the fundraising period of the applicable Fund and are not subject to negotiation thereafter.
Generally, limited partners participating in a subsequent closing after the initial closing of a Fund are responsible for
paying the Management Fee as of the date of the initial closing of such Fund, plus interest, as applicable.

The General Partners are permitted, in their sole discretion, to reduce or waive all or a portion of the Management
Fee for certain limited partners, including employees, Passive Investors and Seed Investors, affiliates, consultants,
advisors (including placement agents), directors, friends or family members of any such persons or their estate
planning vehicles, certain other significant or strategic investors, limited partners designated as sponsor affiliated
partners, Operating Advisors, or portfolio company executives, in each case as determined by a General Partner in
its discretion. In addition, co-investors who are current limited partners in a Fund generally invest on a fee-
advantaged basis for the co-investment portion of their investment.

With regard to the Funds, the General Partners have designated certain limited partners as “Seed Investors” (each,
a “Seed Investor”). Each Seed Investor is entitled to receive a portion of the net Management Fees and Carried
Interest proceeds earned by Constellation, the General Partners and their affiliates in respect of the Funds alongside
the Key Person (as defined in the Governing Documents) and certain senior management team members. The Seed
Investors have negative consent rights over certain activities of Constellation and the General Partners. None of the
Seed Investors (or their affiliates) are considered an “affiliate” of Constellation, the General Partners, the Funds or
any portfolio company, and each Seed Investor is entitled to vote on all Fund matters, if applicable, in their capacities
as a limited partner.

Management Fees will generally be reduced by, as applicable: (i) the pro rata amount of fees paid by a Fund to
entities or persons acting as a placement agent in connection with the offer and sale of interests in such Fund; (ii)
pro rata costs incurred by Constellation in connection with the organization of a Fund that exceed a limit as specified
in such Fund’s Governing Documents; and (iii) an allocable portion of certain supplemental fees and compensation
with respect to portfolio companies, including transaction, directors, annual, disposition, management, monitoring,
consulting and break-up fees and other similar fees in each case attributable to the activities of the Fund with respect
to any investment, proposed investment or portfolio company, net of unreimbursed transaction expenses incurred
by such persons (collectively, “Special Income”). A Fund will, in most cases, only benefit from the Management Fee
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Item 7 – Types of Clients

Constellation provides investment advice to its Funds, which are exempt from registration under the Investment
Company Act. The Funds limit their limited partners to: (i) “accredited investors” as defined in the Securities Act of
1933 and the rules and regulations promulgated thereunder, and (ii) “qualified purchasers” or “knowledgeable
employees,” each as defined in the Investment Company Act, or (iii) if applicable, “qualified clients,” as defined in

the Advisers Act. Limited partners in the Funds must also meet certain other suitability qualifications prior to
making an investment in a Fund. The Funds typically require capital commitments from each limited partner of
at least $25 million, although a General Partner is authorized to accept lesser amounts of individual commitments
in its sole discretion.

On occasion, Constellation offers co-investment opportunities for certain investors to invest alongside a Fund in
certain Fund portfolio companies. As referenced in Item 4 above, co-investments will be structured either as (i) a
separate Co-Investment Fund or (ii) a direct investment by certain investors into a portfolio company or its holding
or operating company. When structured as a Co-Investment Fund, Constellation considers the investment to be a
Fund client, identifies the Fund in its Form ADV Part 1, Schedule D, Section 7.B.(1), obtains an audit for the Fund,
reserves the option to assess a Management Fee and Carried Interest on such Fund and includes the amount of
assets of such Co-Investment Fund in the Firm’s regulatory assets under management. In the case of direct co-
investments, Constellation does not consider the investment to be a Fund or a client, does not act as the investment
manager to the co-investment portion of the investment, does not charge Management Fees or Carried Interest to
the investment, does not have custody of the investment or include the amount of assets of the co-investment in
the Firm’s regulatory assets under management. In such direct co-investment opportunities, Constellation will
perform management, advisory and other services for the portfolio companies in which these co-investors invest,
generally at no cost to such co-investors except portfolio company fees and expenses (which such fees and expenses
are recorded at the portfolio company).

Opportunities to participate in co-investment transactions arise when Constellation has the opportunity for an
investment in an existing or prospective portfolio company and Constellation determines that (i) an investment
requires additional capital, (ii) all or a portion of the applicable opportunity is not required to be offered to a Fund,
(iii) the full investment opportunity is not appropriate for a Fund, whether due to concentration restrictions
contained in the Fund’s Governing Documents or otherwise or (iv) Constellation believes the Fund will benefit from
the participation of the co-investor(s). Such determinations are based on the provisions of the applicable Governing
Documents, side letter agreements, agreements with lenders and such other factors as Constellation will consider
in its sole discretion, including those specified in its policies on investment allocation and co-investments. Subject
to any restrictions contained in the Governing Documents of the relevant Fund or any side letter or other terms
negotiated with respect to such Fund, in general no investor has a right to participate in any co-investment
opportunity. Constellation’s exercise of discretion in allocating co-investment opportunities will not always result in
proportional allocations among co-investors and such allocations can be more or less advantageous to some co-
investors relative to other co-investors. When co-investment opportunities are permitted, it is possible that the size
of the investment opportunity otherwise available to a Fund will be less than it would otherwise have been without
the inclusion of such co-investors.

Constellation will select the investors that are permitted to co-invest in a particular portfolio company in its sole
discretion based on various factors, including those detailed in its Governing Documents and as outlined in its
internal policies and procedures. While one or more limited partners in the Funds are on occasion invited to co-
invest in a Fund’s portfolio companies, Constellation is authorized in its sole discretion to offer any or all of a co-
investment opportunity to investors that are not limited partners in the Funds. Co-investment opportunities are
made available to select Fund limited partners and third parties, including, without limitation, management or
founders of the applicable portfolio company, co-sponsors, strategic investors, lenders, investment bankers, deal
sources (including finders and consultants), other sponsors (including other private equity or venture capital firms),
Seed Investors, service providers, Operating Advisors, sector experts, strategic advisors, other persons or entities
affiliated, associated or otherwise known to Constellation or its personnel. Certain service providers, including

lenders and individuals who source transactions, are expected to negotiate co-investment rights or co-investment
priority rights as a component of their compensation in connection with the services provided. In certain cases,
determinations to allocate such amounts or investment opportunities to vendors, service providers or others will be
made prior to the determination of the availability of opportunity for other co-investors, and as such generally will
decrease the amount of co-investment opportunities available.

Constellation can cause some co-investors in a Co-Investment Fund to bear a Management Fee, Carried Interest or
other fees while not imposing a Management Fee, Carried Interest or other fees (or imposing different fees) on other
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