Corazon Group LLC

Item 5 – Fees and Compensation

A.      Fee Schedule
The fees and compensation payable to Corazon vary among the Funds. In general, these fees
are not negotiable. However, Corazon may waive or reduce fees for certain Investors at its
discretion. The range of compensation is as follows:
        1.        Management Fee
Corazon typically receives a 2% - 2.5% per annum asset-based management fee calculated as
a percentage of each Investor’s capital commitment, payable quarterly in advance. Investors
should review the applicable organizational documents for details.
        2.        Carried Interest
In addition to the Management Fee, the General Partner of each Fund is entitled to receive
performance-based profit distributions with respect to a Fund as set forth in the Governing
Documents (“Carried Interest”). The amount of Carried Interest to which the General Partner
of a Fund is entitled may increase once a specified return has been achieved (as more fully
described in the Governing Documents of the Fund). The Carried Interest distributed to a
General Partner in connection with its interest is subject to a potential claw back at the end
of the life of the Fund if the General Partner has received excess cumulative distributions.
Any new Fund launched by Corazon may have materially different terms than those
summarized above. The Carried Interest and Management Fee paid by a Fund are generally
not negotiable by investors of the Fund. Corazon may, in its sole discretion, waive or reduce
Carried Interest or Management Fees prior to an investment in the Fund.
B.      Payment of Fees
Each Investor pays its proportionate share of management fees, carried interest and third-
party fees (discussed below). All fees are deducted from the Fund’s assets. Management fees,

                                                                                Part 2A of ADV:
                                                                   Corazon Group LLC’s Brochure

which are paid in advance, are withdrawn at the beginning of each fiscal quarter. Carried
interest is determined as of any date on which an Investor receives a distribution.
C.      Third-Party Fees
Funds shall bear all costs and expenses incurred in the holding, purchase, sale or exchange of
Securities, including, but not by way of limitation, private placement fees, finder’s fees,
interest on and fees and expenses arising out of borrowed money, real property or personal
property taxes on investments, including documentary, recording, stamp and transfer taxes,
brokerage fees or commissions, or other similar charges (including any merger fees payable
to third parties), travel expenses incurred in investigating, purchasing or managing
Securities, legal fees and expenses, expenses incurred in connection with the investigation,
prosecution or defense of any claims by or against the Funds, including claims by or against
a governmental authority, audit and accounting fees, fees for outside appraisers and
independent securities valuations services, costs and expenses incurred for research services
and publications, including legal fees for investment related research, consulting fees relating
to investments or proposed investments, taxes applicable to the Funds on account of its
operations, fees and expenses incurred in connection with the maintenance of bank or
custodian accounts, and all expenses incurred in connection with the registration of the
Securities held by the Funds under applicable securities laws or regulations.
The Funds shall also bear expenses incurred by the General Partner in serving as the tax
matters partner, any sales or other taxes or government charges which may be assessed
against the Funds, the cost of liability and other premiums for insurance protecting the Funds,
the General Partner, the Management Company, and their respective partners, members,
stockholders, managers, managing directors, officers, directors, trustees, employees, agents
or affiliates in connection with the activities of the Funds or the loss of a Managing Director,
all out-of-pocket expenses of preparing and distributing reports to Investors, out-of-pocket
expenses associated with Fund communications with Investors, including preparation and
distribution of annual, quarterly or other reports to the Investors, costs associated with Fund
meetings, events for Limited Partners, all legal, accounting, tax, consulting and professional
services fees and expenses (including tax preparation and public relations) relating to the
Funds and their activities, bookkeeping services, fees and expenses related to attending
industry conferences, fees and expenses relating to outsourced finance, reporting,
administration, accounting, and back office services, out-of-pocket fees and expenses related
to regulatory compliance of the Funds, the General Partner and the Management Company,
all fees, costs and expenses relating to litigation and threatened litigation involving the Funds,
including the Funds’ indemnification obligations, and all expenses that are not normal and
recurring operating expenses and all other expenses properly chargeable to the activities of
the Funds.
The Funds shall bear all setup, formation, organizational, syndication and marketing costs,
fees, and expenses in connection with the setup, formation, organization and structuring of a
Fund, the General Partner and the Management Company, including legal and accounting fees
and expenses incident thereto. Further, a Fund shall bear all liquidation costs, fees, and

                                                                             Part 2A of ADV:
                                                                Corazon Group LLC’s Brochure

expenses in connection with the liquidation of a Fund and its General Partner at the end of a
Fund’s term, specifically including but not limited to legal and accounting fees and expenses.
D.     Prepayment of Fees
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Item 7 – Types of Clients

Corazon provides investment advisory services to the Funds. Investment advice is provided
directly to the Funds (subject to the direction and control of the General Partners of the
Funds) and not individually to investors in the Funds.
Interests in the Funds are offered pursuant to applicable exemptions from registration under
the Securities Act and the 1940 Act. Investors in the Funds are generally “qualified
purchasers” as defined in the 1940 Act, and include, among others, high net worth individuals,
banks, fund-of funds, pension and profit-sharing plans, trusts, estates, charitable
organizations, endowments, corporations, limited partnerships and limited liability
companies or other entities. In some cases, the Funds may accept “accredited investors” who
do not meet the definition of “qualified purchasers” including knowledgeable employees and
other individuals.
The Adviser may have a minimum investment amount in each Fund, as disclosed in the
applicable Governing Documents, which may be waived at the sole discretion of Corazon.