Corinthian Capital Group LLC

Fees and Compensation

General

Corinthian Capital typically receives compensation from fees based on a percentage of assets
under management, carried interest allocations and certain other fees or expenses related to
transactions, all in accordance with the relevant Governing Documents. All Limited Partners
and prospective investors should review the Governing Documents of each Corinthian
Capital Fund in conjunction with this brochure for complete information on the fees and
compensation payable with respect to a particular Corinthian Capital Fund.

Different Corinthian Capital Funds and advisory accounts may be subject to different
management fees and performance-based compensation arrangements.                In certain
circumstances, the advisory fees payable to Corinthian Capital may be negotiable. Limited
Partners and prospective investors in each Corinthian Capital Fund should note that similar
advisory services may (or may not) be available from other investment advisers for similar
or lower fees.

Advisory Fees

Each Corinthian Capital Fund will generally pay an annual investment advisory fee to
Corinthian Capital equal to 2% per annum of the aggregate capital commitments during the
investment period. Thereafter, the advisory fee will generally equal 1.5% per annum of the
difference between (i) aggregate capital contributions and (ii) distributions to the Limited
Partners representing a return of capital contributions. Corinthian Capital may elect to defer
or waive all or any portion of any future advisory fees payable by the Corinthian Capital
Fund. Certain Limited Partners, including Corinthian Capital related entities and individuals
(such as the General Partner and Corinthian Capital employees and family members) do not
pay advisory fees when investing in a Corinthian Capital Fund.

Carried Interest Allocations

A related person of Corinthian Capital, as General Partner of a Corinthian Capital Fund, will
typically receive certain allocations calculated and charged based on a share of capital gains
on or capital appreciation of the assets of such Corinthian Capital Fund (“Carried Interest
Allocation”). The Corinthian Capital Funds are generally subject to a 20% carried interest
allocation. The Carried Interest Allocation is generally subject to a 9% or 8% preferred rate
of return as well as a “clawback” provision and escrow arrangement and is calculated and
distributed in accordance with the applicable Corinthian Capital Fund’s Governing
Documents.

Deduction of Fees; Timing of Payments; Termination

Corinthian Capital is authorized under the Governing Documents to charge and deduct
advisory fees directly from the Corinthian Capital Funds. Advisory fees are payable in
installments of no more than six months in advance in accordance with the Governing
Documents of each respective Corinthian Capital Fund. Carried Interest is payable when
there is a distribution of distributable assets. Please refer to the Governing Documents of
each of the Corinthian Capital Funds for complete information on the timing of advisory fee
payments and carried interest distributions.

Corinthian Capital’s services may be terminated by any of the Corinthian Capital Funds at
any time by prior written notice to Corinthian Capital delivered within a reasonable period
of time prior to such termination. Upon termination of any account, any prepaid, unearned
fees will be promptly refunded, and any earned, unpaid fees will be due and payable.

Other Fees and Expenses

To the extent permitted and subject to limitations as defined in the Corinthian Capital Fund’s
Governing Documents, in addition to the advisor fees payable to Corinthian Capital, the
Corinthian Capital Funds incur fund-related charges imposed by third parties including (but
not limited to) (i) any sales or other taxes, (ii) fees or government charges, (iii) commissions,
brokerage fees, merger fees, and similar charges incurred in connection with the purchase or
sale of securities, regardless of whether such purchase or sale is consummated (since co-
investment opportunities arise only in connection with already consummated investments
that need co-investment capital, co-investment entities do not bear expenses of
unconsummated investments), (iv) research and travel expenses related to the due diligence
of current and prospective portfolio companies, regardless of whether the transaction is
consummated, (v) the costs, including travel expenses, of holding meetings or conferences
with Corinthian Capital Fund investors, (vi) litigation and threatened litigation expenses,
subject to limitations as described in the Governing Documents, involving the Corinthian
Capital Funds, (vii) regulatory compliance costs (including compliance consultants), (viii)
indemnification obligations and expenses, (ix) expenses attributable to investment banking,
commercial banking, accounting, auditing, appraisal, tax advisory, tax preparation, legal,
external consulting, custodial and registration services provided to the Corinthian Capital
Funds, (x) premiums for Fund liability insurance, and (xi) the costs of dissolving the
Corinthian Capital Funds and liquidating fund assets. In addition, the Corinthian Capital
Funds will bear offering and organizational expenses up to a defined limit as set forth in the
Governing Documents.

The section titled “Brokerage Practices” describes the factors Corinthian Capital considers
in selecting or recommending broker-dealers and determining the reasonableness of their
compensation.

Other Compensation

From time to time, in connection with investments made by certain Corinthian Capital Funds,
Corinthian Capital or its affiliates or supervised persons may receive director’s fees, closing
fees, managing fees, consulting fees, commitment fees, monitoring fees, investment banking,

transaction or break-up fees or other remuneration (including, without limitation, proceeds
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Types of Clients

Types of Clients and Investment Vehicles

Corinthian Capital provides advice to the Corinthian Capital Funds. The Limited Partners of
the Corinthian Capital Funds may include corporations, endowments, foundations, trusts,
estates, individuals and pension and profit-sharing plans. The Corinthian Capital Funds are
offered exclusively to accredited investors and/or qualified purchasers pursuant to Section
3(c)(1) or 3(c)(7) of the Investment Company Act and are therefore not required to register
as investment companies under the Investment Company Act in reliance upon certain
exemptions available to Corinthian Capital Funds whose securities are not publicly offered.
Also, Limited Partners will be required to make certain representations, including, but not
limited to, that they have read and understand the organizational agreement and have had the
opportunity to consult with an attorney, accountant, or investment adviser with respect to the
investment and its suitability. Details concerning applicable prospective investor suitability
criteria are set forth in the respective Fund Governing Documents, which are furnished to
each prospective investor. Additionally, Limited Partners complete questionnaires in which
the Limited Partners represent that they are qualified to invest in a Corinthian Capital Fund.

Corinthian Capital or its related persons may also establish certain Corinthian Capital Funds
(“Feeder Funds”) to address certain tax or regulatory requirements. Each Feeder Fund, if
formed, would be a limited partner of a Corinthian Capital Fund and interests in such Feeder
Fund would be held by the investors who elect to participate in the Corinthian Capital Fund
through such Feeder Fund. In addition, Corinthian Capital may (i) form other alternative
investment vehicles or special purpose vehicles (collectively, “AIVs”) formed for the
purpose of facilitating certain investments by one or more Corinthian Capital Funds and/or
investors and (ii) form other investment vehicles to invest in parallel with a Corinthian
Capital Fund for select investors in order to comply with securities laws or to address tax,
legal or regulatory issues (collectively, “Parallel Funds”) or (iii) form one or more investment
vehicles for the purpose of managing co- investments (“Co-Investment Funds”). Limited
Partners and prospective investors are requested to refer to the Governing Documents of the
applicable Corinthian Capital Fund for complete details on any Feeder Fund, Parallel Fund,
or Co-Investment Fund established to (i) invest in or alongside a Corinthian Capital Fund
with respect to particular portfolio companies, and (ii) such Corinthian Capital Fund’s ability
to make investments through AIVs.

Corinthian Capital applies its discretion when allocating Co-Investment Fund opportunities
to Limited Partners, company management, and others; and takes into account all relevant
facts and circumstances, which include the nature of the transaction, Limited Partner interest
in co-investment opportunities, tax considerations, and other relevant factors. Corinthian
maintains a Co-Investment Policy to facilitate its co-investment relationships.

Minimum Investment Requirements

In general, the minimum investment commitment required of a Limited Partner to participate
in a Corinthian Capital Fund is $5,000,000. However, the General Partner of each Corinthian
Capital Fund has discretion to increase or reduce the minimum investment commitment.

Limited Partners and prospective investors are requested to refer to the Governing
Documents of each of the Corinthian Capital Funds for complete information on advisory
fees and minimum investment requirements for participation in a particular Corinthian
Capital Fund.

Methods of Analysis, Investment Strategies and Risk of Loss

Investment Strategies and Methods of Analysis

Corinthian Capital seeks significant capital appreciation by investing in companies that it
believes are selling at discounts relative to their intrinsic value and have the potential for
significant appreciation. It primarily targets small and middle market companies located in
North America with annual sales that range between $50 and $250 million.

Corinthian Capital analyzes investments based on various factors, including, but not limited
to: relative position in its market, possible competitive advantages; degree of technological
and other risks; quality of management; revenue growth; and financial metrics (e.g.,
EBITDA, capital expenditures, margins, and customer concentration).

The investment activities of the Corinthian Capital Funds are directed by a four-person
Investment Committee, which consists of the Founder & Managing Partner, Founder &
Partner, Operating Partner, and Partner. . Investment Committee is supported by Corinthian
Capital’s investment professionals. Corinthian Capital’s investment decision-making process
generally includes informal, collaborative discussions on an ongoing basis and formal
approval by the Investment Committee for each new investment, follow-on investment, and
divestiture.

Corinthian Capital conducts thorough diligence on all prospective investments. Primary
sources of information include management discussions, site visits and facility tours, and,
when applicable, discussions with key customers and vendors. Corinthian Capital will
engage third party advisors to conduct reviews and render their opinions on specific risk
areas, including management background checks, accounting quality of earnings reviews,
legal diligence, environmental assessments, and insurance reviews among others.

Material Risks

The task of identifying appropriate investment opportunities and managing private equity
investments is challenging. There can be no assurance that a Corinthian Capital Fund will
be able to make and/or realize any particular investment or that the Corinthian Capital Funds
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