Criterion Africa Partners Inc

Item 5: Fees and Compensation

CAP provides investment advisory services to the Fund pursuant to the applicable Offering Documents.
The applicable Offering Documents set forth in detail the fees and, as applicable, carried interest structure,
relevant to the Fund. All prospective Investors should review the Offering Documents in conjunction
with this Brochure for complete information on the fees and compensation payable with respect to the
advisory relationship with CAP.

CAP, as applicable, may reduce, waive, or modify any fees for any Client or Investor in the Firm’s sole
discretion. Any such modification in respect of a certain Client or Investor will not entitle any other
Client or Investor to the same or similar treatment.

Advisory Fees

As investment adviser to the Fund, as further described in the Fund’s Offering Documents, CAP receives
an advisory fee (the “Advisory Fee”) generally equal to an annual rate of 2.0% of commitments, charged
quarterly in advance (and pro-rated for any period that is less than a full fiscal year) and will be paid from
capital contributions from Investors.

CAP may reduce, waive or calculate differently the Advisory Fee for certain Investors, including but not
limited to CAP and any other director or officer of CAP; any member of the immediate family of any such
person; and any trust or other entity established for the benefit of any such person that invests directly
or indirectly in the Fund (collectively, the “Affiliated Partners”).

Other Fees and Expenses

The Fund will pay all expenses relating to the operation of the Fund and its proposed or actual
investments, including but not limited to the Advisory Fee; the out-of-pocket expenses incurred in
connection with maintaining the existence of the Fund and related vehicles and the routine administrative
expenses of the Fund and any related vehicles, including all costs and expenses in connection with any
required registration or regulatory compliance by the Fund; expenses of outside counsel, consultants,
accountants, administrators and other outside professionals; travel and accommodation expenses
incurred by CAP and its affiliates in connection with their activities; costs and expenses associated with
purchasing, holding and selling of investments (to the extent not reimbursed by portfolio companies, by
sellers or other third parties, and not otherwise capitalized as part of such investments); unconsummated
transaction expenses, to the extent not assumed by CAP; the costs of any litigation, D&O liability or
other insurance (including, without limitation, for members of the Advisory Committee of the Fund –
which is comprised of approximately three Investors which maintain a significant investment in the Fund,
and are selected by the Board of Directors of the Fund (as described in the Offering Documents of the
Fund); costs and expenses of any meetings of Investors and of the Advisory Committee (up to $5,000
per annum per Advisory Committee member); out-of-pocket costs of reporting to, and communications
with, Investors; regulatory and compliance costs and expenses of the Fund in connection with the
European Union’s Alternative Investment Fund Managers Directive and other regulatory and compliance

 Criterion Africa Partners, Inc                                              Form ADV Part 2A

costs of the Fund; any taxes, fees or other governmental charges levied against the Fund; and all other
costs and expenses of the Fund or CAP in connection with the Fund, other than expenses expressly
allocable to CAP.

The Fund’s actual annual operating expenses will be disclosed in each Fund’s year-end audited financial
statements, which are provided to each Investor in the Funds upon request.

Portfolio Investment Fees

As more fully described in the applicable Offering Documents for the Fund, CAP and its affiliates and their
respective officers or employees may be entitled to receive topping, break-up, monitoring, directors’,
organizational, set-up, advisory, investment banking, underwriting, syndication, transaction and other
similar fees in connection with the advisory and assistance services in respect of the purchase, monitoring,
or disposition of investments or from unconsummated transactions, including warrants, options,
derivatives and other rights (including stock options or other compensation granted or paid by portfolio
companies to or in respect of any officer or employee of CAP or its affiliates who serves in a bona fide
non-director management capacity at or in respect of any portfolio company), in each case valued as of
the grant date.

Fund Expense Cap

Unless otherwise approved by the Advisory Committee, Fund expenses will be capped at 2% of
commitments per annum, provided that, for the avoidance of doubt, this cap will not apply to
organizational expenses and Fund expenses for (a) Advisory Fee, (b) unconsummated transaction
expenses, (c) indemnification expenses, (d) taxes and expenses of the “Tax Matters Partner” acting in
such capacity, (e) insurance for the Advisory Committee members, (f) costs related to portfolio
investments or dispositions including, e.g., the cost of intermediate vehicles, legal fees, notary, bank,
administrator and brokerage fees, and taxes, (g) litigation expenses incurred by the Fund, and local VAT,
and amounts payable by the Fund pursuant to clauses (a) through (h) above shall be Fund expenses but
will not be counted towards or subject to the cap on Fund expenses. Any Fund expenses paid or payable
by the Fund and reimbursed by third parties will not be counted towards the cap on Fund expenses
described above.

Item 7: Types of Clients

CAP provides discretionary investment advisory services to the Fund, and not individually to the Investors
in the Fund. Each Investor generally must be (i) an “accredited investor”, as defined in Regulation D
under the U.S. Securities Act of 1933 (the “Securities Act”), and (ii) either a “qualified purchaser”, as
defined in the U.S. Investment Company Act of 1940 (the “Company Act”), or a “knowledgeable
employee”, as defined under Rule 3c-5 of the Company Act and must meet other suitability requirements.