Cresta Fund Management LLC

Item 5 - Fees and Compensation

Below is a discussion of how the Adviser will be compensated in connection with providing advisory
and management services to its Clients. The Adviser may enter into different fee arrangements on a
Client-by-Client basis. It is critical that all Clients, and investors in all Clients, refer to the applicable
Client’s Governing Documents for a complete understanding of how the Adviser and its affiliates are
compensated for advisory services. The following information is a summary only and is qualified in its
entirety by each applicable Client’s Governing Documents:

Management Fee. For its services to its Clients, the Adviser is generally entitled to a management fee
(the “Management Fee”), which is a percentage of a Client’s aggregate commitments or funded
commitments. The Management Fee rate can vary by Client or the class of Fund interest held by Fund
investors (generally two percent (2%)) and may be negotiable.

As is generally the case in private equity funds, the Governing Documents provide that a Fund’s
Management Fees will be calculated and charged on a basis that generally is not tied to the Fund’s then-
current net asset value. As further specified in the Governing Documents, from the effective date of the
relevant Fund until a date specified in the Governing Documents (the “Stepdown Date”), Management
Fees generally will be charged based on a formula tied to the amount of the relevant Fund’s aggregate
commitments. Further, after the Stepdown Date, Management Fees generally will be charged and
calculated based on a formula tied to the amount of investment contributions (which may include, where
applicable, a Fund borrowing component (including interest expenses) and the amount of any
capitalized fees or expenses) made by the relevant Fund relating to investments that have not been
realized or completely written off for U.S. federal income tax purposes or written down to zero, as
applicable, in the manner described in the Client’s Governing Documents (such investments, “Impaired
Value Investments”). Due to differences in the criteria set forth in their respective Governing
Documents, in the event where more than one Fund participates in an investment, there is the possibility
that an investment will become an Impaired Value Investment for purposes of one Fund’s Governing
Documents but not those of one or more other Funds.
Except where the Governing Documents expressly provide to the contrary, Management Fees for
Clients will not be reduced (in whole or in part) in the case of partial sales or dispositions, distributions
(e.g., those resulting from a dividend recapitalization) or reorganizations, restructurings, roll-over
investments, extraordinary dividends or similar transactions, in each case in circumstances that do not
result in the complete disposition of the relevant Client’s interest therein, and even in cases where the
value of the Client’s investment or the Client’s ownership percentage in such investment has been
reduced (including substantially reduced) as a result of such transaction. A Client’s Governing
Documents set forth the terms under which Management Fees will be reduced, offset or otherwise be
limited, and investors should expect to bear the full specified Management Fee rate in the Governing
Documents until they are reduced in the circumstances and on the Stepdown Date, if any, specified
therein.
Performance-Based Fees. Additionally, a Fund may be charged a performance fee (sometimes referred
to as “carried interest”) based on net profits (the “Performance Fee”). The Performance Fee for each
Client is specified in the Governing Documents of such Client. The Performance Fee, if any, will be
calculated and billed or allocated periodically. With respect to the Funds, the General Partner of each
Fund is entitled to receive an allocation of net profits subject to limited partners receiving all capital
contributions, a stated preferred return, and in accordance with other provisions of the applicable Fund’s
Governing Documents. Lower fees for comparable services may be available from other sources. To
the extent that the Adviser charges Performance Fees, such Performance Fees will comply with the

requirements of Section 205 and Rule 205-3 under the Advisers Act and such other provisions as are
applicable.

Other Fees. Additionally, and as more fully described in the Clients’ Governing Documents, Cresta
and its affiliates have the right to contract for and receive (i) consulting, advisory, directors’,
monitoring, break-up or similar fees (“Other Fees”); provided, however, that such Other Fees so
received, net of applicable related expenses (without duplication) are generally applied to reduce on a
dollar-for-dollar basis any future payment of the Management Fee due (but not below zero).

As described above, in certain circumstances, the relevant General Partner is expected to permit certain
investors to co-invest in Portfolio Investments alongside one or more Funds, subject to the Adviser’s
related policies and practices and the Governing Documents and/or side letter(s) with investors. Where
a co-invest vehicle is formed, such entity generally will bear expenses related to its formation and
operation, many of which are similar in nature to those borne by the Funds. In the event that a
transaction in which a co-investment was planned, including a transaction for which a co-investment
was believed necessary in order to consummate such transaction or would otherwise be beneficial, in
the judgment of the General Partner, ultimately is not consummated, any broken deal expenses relating
to such proposed transaction typically will be borne by the Fund(s), and not by any potential co-
investors, that were to have participated in such transaction. To the extent that such co-investors have
already invested in a co-investment or other vehicle in connection with such transaction, such vehicle
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Item 7 - Types of Clients

As described in Item 4, the Adviser provides investment advisory services only to Funds, which are
investment partnerships, or similar entities, which are exempt from registration under the Investment
Company Act of 1940. Also, as described in Item 4, investors in the Funds may participate in the
investments through parallel vehicles or alternative investment vehicles in accordance with the
governing documentation of the applicable Fund. Such vehicles may also be Clients of the Adviser.
Generally, each investor in each Fund must be a “qualified purchaser” for Investment Company Act
purposes and/or a “qualified client” for Advisers Act purposes.