Copia Investment Management LLC

Item 5 – Fees and Compensation

Copia and its affiliated Managing Members 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 investments of the Funds and
reimbursements from portfolio investments 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.
Investors should refer to the Governing Documents of the applicable Fund for a complete
understanding of how Copia 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

Copia charges Fund I a management fee (the “Management Fee”) based on a percentage of non-
affiliated investor’s commitments. Specifically, Fund I Management Fees are initially charged at 1.75%
aggregate commitments of non-affiliated investors for the period of time during which the Fund is
making investments; thereafter, the Management Fee is equal to 1.50% of outstanding funded capital
contributions of non-affiliated investors with respect to investments that have not been disposed of
or permanently written down or off. The amount of Management Fees generally will not correspond
with fluctuations in the net asset value of individual investments, aggregate investments in a portfolio
investment or of a Fund, including following the stepdown date, and will not be reduced in connection
with any write-downs, except in the case of investments that have been permanently written down.

The Managing Members are permitted, in their sole discretion, to reduce or waive all or a portion of
the Management Fee. Specifically, if principals and employees and their respective family members
are investors in a Fund, they will generally pay reduced Management Fees or none at all and Founder’s
Interest investors (as further defined in the Fund I Governing Documents) pay a lower Management
Fee.

In lieu of contributing capital when called, each Copia principal and affiliate (together, “Copia Party”)
may satisfy a portion of its capital contribution obligations by waiving receipt of a portion of the
Management Fee income to which such Copia Party is entitled, provided that the aggregate amount
of Management Fee income waived by such Copia Party shall not at any time exceed the lesser of (i)

50% of the aggregate amount of capital called from such Copia Party to date and (ii) 50% of the
aggregate Management Fee income to which such Copia Party has become entitled to date. In
exchange for the waiver of such amount, the applicable Copia Party shall be entitled to receive a profits
interest in the Fund (through the Managing Member) initially equal to such amount, subject to the
terms and conditions of the Fund’s and the Managing Member’s governing documents.

Assessed quarterly in advance, Management Fees are collected through a capital call, through a draw-
down on the Fund’s line of credit or offset against a distribution to investors. All Management Fees
were negotiated with investors during the fundraising period of the applicable Fund and are not
subject to negotiation thereafter. Generally, investors 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. In addition, Management Fees are payable during
term extensions unless otherwise notified to investors.

To the extent Copia or an affiliate (including any employee, director or other similar personnel of
Copia, the Managing Member or their respective affiliates) receives origination fees, director’s fees,
break-up fees, advisory fees, structuring fees, consulting fees, closing fees, transaction fees, financing
fees, monitoring fees, syndication fees or other similar fees in connection with any actual or
contemplated portfolio investment for the Fund (“Portfolio Investment Fees”), the entirety of such
Portfolio Investment Fees will be applied to reduce the Management Fee on a dollar for dollar basis
(the “Management Fee Offset”). Management Fee Offsets will be applied in the quarter immediately
following receipt of applicable fees by Copia or its affiliates and, if necessary, will be applied against
future Management Fees.

To the extent that an offset credit would reduce a Fund’s Management Fee for a given quarter below
zero, the credit will be carried forward for future application against payable Management Fees, and
if a credit remains upon dissolution, a payment will be made to investors that have not elected to waive
such amount for tax or other reasons.

Carried Interest

Certain Fund’s Managing Member is entitled to be allocated carried interest (“Carried Interest”) with
respect to the Fund, as described in full detail in the Fund’s Governing Documents and more briefly
in Item 6, below.

Fund Expenses

In addition to the Management Fee, each Fund will bear and be charged with all of its ongoing
administrative and operating expenses as incurred and will pay all other out-of-pocket and
extraordinary expenses arising from the conduct of the Fund’s business. Such expenses include all
costs, expenses, and liabilities that are incurred by or arise out of the operation and activities of the
Fund, including, without limitation: costs and expenses of the Fund relating to the annual audit of the
Fund and the preparation of U.S. federal and state tax returns of the Fund; all interest and expenses

payable by the Fund on any indebtedness incurred by the Fund or indebtedness entered into pending
participation by a co-investor in an investment; placement agent fees (which shall be offset, dollar-
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Item 7 – Types of Clients

Copia provides investment advice to its Funds, which are exempt from registration under the
Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder
(the “Investment Company Act”). The Funds limit their respective investors to: (i) “accredited
investors” as defined in the Securities Act of 1933, 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. Investors in the Funds must also meet certain other suitability
qualifications prior to making an investment in a Fund. The Funds are not registered or required
to be registered under the Investment Company Act, are not made available to the general public,
their securities are not registered or required to be registered under the Securities Act of 1933 and
Fund interests are privately placed to qualified investors. Qualified investors include individuals or
entities to which Fund interests are permitted to be sold, which generally includes (i) in the United
States, people or organizations who meet certain net worth, income and/or financial sophistication
requirements as described above or (ii) in other countries, as permitted by the relevant securities laws
in such jurisdiction and in compliance with any foreign offering provisions applicable to Copia and/or
the Funds. The Funds typically require capital commitments from each investor of at least $5 million
for institutional investors and $500,000 for high net worth investors, although the applicable Fund’s
Managing Member has, in its sole discretion, accepted lesser amounts.

The investors participating in the Funds include high net worth individuals, other investment entities,
endowments, family offices, pension and profit-sharing plans, trusts, estates or charitable
organizations, fund of funds, corporations, limited partnerships, limited liability companies or other
business entities, or other service providers retained by Copia, and typically include, directly or
indirectly, principals or other employees of Copia and its affiliates and members of their families.