CPC Management LLC

Item 5 – Fees and Compensation
Capital Contributions

The CPC Management costs and expenses are funded by capital contributions made by CPC as set
forth in the Governing Documents. Since all of CPC’s investors must be qualified purchasers as
defined in Section 2(a)(51) of the Investment Company Act of 1940 (“ICA”), this brochure will only
be delivered to qualified purchasers. Accordingly, the investors should refer to the Governing
Documents for more detailed information.

In exchange for our services, CPC will pay to CPC Management an annual contribution, quarterly in
advance calculated as of the first day of any calendar quarter (pro-rated in the case of the first
contribution payment based on days in the quarter) (the “Contribution”). The annual Contribution will
be based on a rate applied to either capital commitments that investors make to CPC plus a deemed
leverage amount equal to the capital commitments made in CPC’s initial offering period, or unfunded
capital commitments made in the current year plus the value of CPC’s assets, all as determined in
accordance with the Governing Documents.

The contributions are assessed and billed in advance at the beginning of each quarter, based upon either
capital commitments that investors make to CPC plus a deemed leverage amount equal to the capital
commitments, or unfunded capital commitments plus the value of CPC’s assets, pro-rated for any
partial quarter in the event of an increase in commitments. The contribution may be calculated on an
estimated basis in which case it will be trued up to actual amounts at least annually. At the time of
termination or dissolution of CPC, any unearned Contribution (based on days in the final quarter of
CPC prior to termination, or filing a certificate of dissolution) will be returned to CPC.

The affiliates of CPC Management shall be entitled to receive performance-based compensation from
CPC as discussed in Item 6 below.

CPC Management, LLC                                                            Form ADV Part 2A

Expenses

CPC Management bears certain administrative expenses associated with the business of CPC,
including costs associated with office space, telephone and utilities, computer equipment and
support, salaries and benefits of personnel employed by CPC Management. Subject to the terms set
forth in its Governing Documents, CPC generally will bear all of its other expenses associated with
the operation and investment activities of CPC including, without limitation:

   •   the Contribution Amount;

   •   all costs and expenses incurred in connection with the organization of CPC and CPC
       Management and offering of interests in CPC to investors;

   •   all fees and expenses incurred in connection with the evaluation (including all out-of-pocket
       due diligence costs payable to third parties), structuring, negotiation, acquisition, monitoring
       or disposition of investments in Portfolio Companies, whether or not the investment is
       consummated, including, without limitation, the following:

           o consultants’ and finders’ fees (which may include performance-based compensation);
           o investment banking fees, appraisal fees, brokerage fees and other similar fees,
           o transfer fees, registration fees and similar fees and expenses;
           o taxes;
           o commissions;
           o travel, rental or lodging expenses (to the extent not subject to reimbursement),
             including costs of attending meetings held by, or on behalf of CPC; however, said
             expenses are not covered for opportunities prior to a letter of intent being executed;

           o legal, compliance, accounting, audit, administration, consulting and other
             professional fees (including due diligence in connection therewith);

           o information services, and research expenses related to Portfolio Companies; and other
             investment or disposition costs (to the extent not subject to reimbursement);

           o unreimbursed broken deal expenses.
   •   expenses incurred in connection with the carrying or management of Portfolio Companies,
       including fees and costs of independent valuation agents, custodial, trustee and record
       keeping expenses (including preparation of financial statements, and the costs and expenses
       of preparing and circulating reports and any fees or imposts of a U.S. or non-U.S.
       governmental authority imposed in connection therewith);

   •   other routine administrative expenses of CPC or CPC’s subsidiaries, including, without
       limitation, the cost of the preparation of applicable tax returns of CPC and its subsidiaries,
       blue sky and other filing fees and other administrative fees incurred by CPC and its
       subsidiaries to comply with applicable securities laws, filing fees and entity-level taxes
       relating to the maintenance of CPC and CPC Management under applicable state law,

CPC Management, LLC                                                          Form ADV Part 2A
       development and maintenance of the CPC website, and other administrative fees and
       expenses incurred by reason of the CPC or CPC Management’s operations;

   •   expenses associated with regulatory inquiries, examinations or investigations of CPC
       Management and CPC by the SEC or similar state and federal governmental regulatory
       authorities (including costs of curing any deficiencies and any monetary penalties);

   •   costs and liabilities (including damages) incurred in connection with litigation or other
       extraordinary events, indemnification expenses, and costs of insurance (including premiums),
       including general liability insurance and cybersecurity insurance, for CPC and CPC
       Management;

   •   all taxes, fees and other related charges payable by, or otherwise imposed on, CPC;
...

Item 7 – Types of Clients
CPC, a pooled investment vehicle, is currently CPC Management’s sole advisory client.

The investors in CPC include, among others, high net worth individuals, family offices, corporations,
trusts, and includes Managers and other employees of CPC Management and its affiliates and
members of their families. The required minimum amount for investment in CPC is $5,000,000
provided that capital commitments for lesser amounts may be accepted by the Board in its discretion
and Board approval is not required for Managers to invest less than that amount. CPC requires each
investor to certify that it is an “accredited investor” within the meaning of Rule 501(a) of Regulation
D under the Securities Act and a “qualified purchaser” within the meaning of Section 2(a)(51) under
of the ICA, however CPC may also choose to accept accredited investors who are not qualified

CPC Management, LLC                                                          Form ADV Part 2A
purchasers but who are “knowledgeable employees” as such term is defined in Rule 3c-5
promulgated under the ICA. Additionally, each investor in CPC must satisfy the eligibility and other
requirements outlined in the applicable Governing Documents or otherwise required by applicable
laws.