Core Management II Corporation

Item 5 – Fees and Compensation
Each Fund’s governing documents set forth in further detail that Fund’s fee and expense
structure; investors should consult the governing documents for further information on fees
and expenses.

Core Capital receives compensation from management fees. All fees, including management
fees, are subject to negotiation, with terms established with fund closing and subscription.
As noted above, some investors have entered into negotiated side letters that modify or
supplement governing document terms.

Management Fees to Core Capital: More specifically, the management fee from each Fund is
payable quarterly in advance, and Core Capital deducts such fees from the applicable Fund
account. Core Capital reserves the right to waive or reduce the management fees for each
Fund. In the unlikely event (due to the private fund industry structure) the advisory contract
is terminated before the end of the billing period, any prepaid and unearned management
fee would be refunded pro rata.

Although the exact management fee varies from Fund to Fund, and some Funds do not
currently pay a management fee, all investors, including related persons other than the
general partner, pay management fees (of those funds that do pay a management fee).
Information on the Funds is further disclosed in Form ADV Part 1A, Schedule D. Clients can
and have used leverage to increase purchasing capacity, and the management fee when
based on fair market value includes on the leveraged amount. Additional and more complete
fee information is provided in each Fund’s Governing Documents. Funds that currently pay
a management fee pay, on a quarterly basis, an annual management fee for a 12-month
period equal to the product of 1% and the aggregate purchase price of all portfolio
investments held by the Fund as of the date immediately preceding such 12-month period,
other than portfolio investments that have been written off.

Investors admitted to, or investors increasing their capital commitment in the same vehicle
at subsequent closings pay/paid their share of management fees and expenses called to date,
plus interest.

Carried Interest Allocation: please see below in Item 6.

Other Fees and Compensation to Core Capital: Core Capital currently does not receive fees or
other compensation from portfolio companies such as commitment fees, transaction fees,
monitoring fees, director fees, success fees, consulting fees, or similar fees. Core Capital is
entitled to receive such fees, per the governing documents, but currently does not take any
such fees. If Core Capital were to take such fees, there would be offset and reduction
calculations and no acceleration of such fees for services not actually performed; for
example, for one Fund, the fees received would offset 100% any transaction fees and then
reduce the management fee (but not to less than zero), per the governing document.

Senior Executives: Core Capital can and has introduced non-employee senior executives to
the portfolio companies to serve as Executive Chair or other board position. Any
compensation is not Core Capital compensation, nor would it offset any Core Capital
compensation. The engagement is between the senior executive and the portfolio company
and is the result of the board decision.

Other Charges to the Funds: In addition to the above, Funds and therefore investors are
charged, or must reimburse Core Capital for, other fees and expenses. Generally, these costs
are direct costs to each Fund, however, where an allocation of expenses is required, Core
Capital endeavors to allocate expenses between and among entities in a manner that is in
accordance with relevant governing documents as well as fair and equitable, generally on a
pro rata basis to the fair market value of the investments held by each entity unless
otherwise determined at the discretion of Core Capital. Core Capital’s discretion in making
such determination creates a conflict of interest where Core Capital has an incentive to
allocate expenses to a particular Fund. These additional fees and expenses include for
example, but are not limited to, investment banking and private placement expenses,
syndication costs, brokerage commissions, interest and associated loan servicing and
banking fees, custodial fees, electronic fund fees, organizational expenses, due diligence
costs, taxes, legal fees, audit fees, accounting fees, administrator fees, filing fees, professional
fees, and some insurance costs. The Fund is generally responsible for these fees, directly or
through reimbursements, and including for consulting services related to specific portfolio
investments or prospective portfolio investments; research; travel expenses related to
specific companies related to investment or potential investments including business meals;
and expenses incurred in connection with prospective portfolio investments that are not
consummated. In some instances, however, Core Capital has paid for these expenses and in

some instances has obtained reimbursement from the applicable portfolio company.
Generally, the portfolio company pays for costs associated with board meetings including
travel by board members, however, Core Capital in certain instances pays where Core Capital
personnel are board observers. Please note that the Funds are not currently making new
investments in new portfolio companies.

Although the Funds generally do not use broker-dealers due to the private investment nature
of the investments, please see Item 12 of this Brochure for more information on brokerage.

Item 7 – Types of Clients
As stated in Item 4, Core Capital provides investment advisory services to the Funds, which
are its clients, and not to the investors within those Funds.

Investors within the Funds had to meet eligibility requirements, including financial
thresholds. Investors include but are not limited to high-net-worth individuals, trusts, family
offices, pension funds, insurance companies, other funds and investment vehicles, and
banking institutions. The minimum commitment varied among Funds, and Core Capital
retained discretion to waive minimum commitments.