Cornell Capital LLC

Item 5: Fees and Compensation

A.   The applicable fees for each Private Fund are disclosed to investors in the constituent documents
     of each Private Fund. The Firm or its designee is generally entitled to receive a management fee
     payable quarterly by the applicable Private Fund with respect to each of the Private Fund’s
     investors (other than any affiliated investor or as described below). The general partners of the
     Private Funds (the “General Partners”) generally receive or will receive a “carried interest” or
     incentive allocation, in each case, from the Private Fund with respect to such Private Fund’s
     investors (other than any affiliated investor or as described below). Incentive allocations are
     typically measured as a percentage of the profits of a Private Fund and are determined
     separately for each Private Fund at a rate generally consistent with industry standards.

B.   As more fully described in the constituent documents for each Private Fund, management fees
     are generally payable to Cornell quarterly in advance with fees payable on a pro-rata basis for
     any period that is less than a full quarterly period. The investment advisory agreement and other
     constituent documents generally provide for a management fee commencing on the investment
     date or closing date, which is initially based on a percentage of the aggregate capital
     commitments of the relevant Private Fund until the earlier of (a) the end of the investment
     period of the Private Fund and (b) activation of a successor to the Private Fund, as described in
     the constituent documents. Thereafter, until the final liquidating distribution of the Private Fund,
     a management fee is generally calculated as a percentage of the actively invested capital of the
     Private Fund, which is defined in each Fund’s constituent documents and generally means the
     aggregate amount of invested capital in fund investments that remain unrealized, as reduced by
     the cost basis of any investment (or portion thereof) that has been realized and/or by any
     notional loss (as defined in the relevant agreement). Because management fees are paid
     quarterly in advance and calculated as of the first day of each quarter, a transition from charging
     on aggregate capital commitments to actively invested capital occurring mid-quarter will not
     result in any refund or recalculation of fees already paid. The new fee base will take effect
     beginning with the first day of the following quarter. All management fees are determined
     separately for each Private Fund at a rate generally consistent with industry standards. Cornell
     may, in its sole discretion, permit investors who are employees, “friends and family” or Cornell
     personnel to invest in a Private Fund without being subject to the management fee or the carried
     interest. In addition, certain investors may be entitled to invest on a waived, reduced, or
     otherwise more favorable management fee and/or carried interest basis pursuant to certain Side
     Letters (as defined below) entered into by Cornell with such investors.

     As more fully described in the constituent documents for each Private Fund, Cornell, the relevant
     General Partner, the relevant investment manager and/or their respective affiliates or
     employees expect to receive (i) fees or amounts paid by any third party in connection with the
     acquisition, termination, cancellation or abandonment of any Private Fund investment or
     proposed investment that is ultimately not consummated, including any transaction, closing,
     advisory, “break-up” or “topping” fees and (ii) fees paid by a portfolio company or any affiliate
     of a portfolio company, including any monitoring fees, advisory fees, director’s fees or consultant
     fees (clauses (i) and (ii), “Transaction Fees”). Additionally, as more fully described in the
     constituent documents for each Private Fund, Cornell and/or the General Partner of the
     applicable Private Fund and/or their respective affiliates or employees are generally authorized
     to and expect to receive certain other fees (“Other Fees”) including, without limitation, (i)
     reimbursements for out-of-pocket expenses incurred in connection with providing the services

     in respect of which any Transaction Fees were paid, (ii) amounts received in connection with co-
     investments (such as management fees, carried interest, expense reimbursements, commitment
     fees, transaction fees, accounting or administration fees, and other similar fees related thereto),
     (iii) compensation for serving as a senior advisor to Cornell, a Private Fund, the manager of a
     Private Fund or any portfolio company of a Private Fund, (iv) interest received in connection with
     advancing funds to a Private Fund and (v) fees received by a person other than Cornell, a Private
     Fund, the manager of a Private Fund or any portfolio company, including fees received by certain
     co-investors.

     Management fees that certain Private Funds would otherwise be required to pay in any given
     quarter are typically offset by the Private Fund’s allocable share of Transaction Fees received by
     Cornell or another affiliated person (but, for the avoidance of doubt, not by the amount of any
     Other Fees), as set forth in such Private Fund’s constituent documents. The portion of any
     Transaction Fee allocable to a Private Fund for purposes of calculating the management fee
     offset is determined based on such Private Fund’s pro-rata ownership percentage in the relevant
     portfolio company. Because portfolio companies in which a Fund invests generally have equity
     holders other than the Fund—including management shareholders and outside co-investors
     who participate either through or outside of Cornell’s advised co-investment vehicles—the
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Item 7: Types of Clients

Cornell provides investment advisory services to pooled investment vehicles that invest in portfolio
companies. Investors in the pooled investment vehicles managed by Cornell may include high-net-
worth individuals and a variety of institutional investors (e.g., trusts, employee benefit plans,
endowments, foundations, sovereigns, corporations, and other types of entities, including private funds
of funds). Some of the Firm’s clients are privately offered funds, which will typically be structured as
limited partnerships that are exempt from registration as investment companies under U.S. law by
virtue of Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”). To qualify for the 3(c)(7) exemption, all investors in the privately offered funds are
required to be “qualified purchasers” (as defined in the Investment Company Act) and must satisfy such
other investor qualification requirements in order to satisfy applicable securities laws. In addition, the
privately offered funds rely on Regulation D, promulgated under the Securities Act of 1933, which
requires all investors to be “accredited investors”.