Cross Creek Fund Advisors LLC

FEES AND COMPENSATION
       In general, the Advisers receive a management fee (the “Management Fee”) equal to a
percentage of equity commitments to the Fund or a percentage of the Fund’s invested capital.
Furthermore, the Advisers or an affiliate is generally entitled to receive a carried interest once
Fund investors have received a specified return on their invested capital. In addition, the Funds
bear certain expenses in connection with their investments, including the fees paid to CCP in
connection with the services it provides to the Funds. While the fee and expense structures
described herein are generally applicable to all Funds, investors should review the applicable
Fund’s Governing Documents for details regarding such Fund’s particular fee structure. Unless
otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the
applicable Operating Agreement.

       Management Fees

         The Advisers typically receive a Management Fee. With respect to Fund III, the Manager
is generally entitled to receive an annual Management Fee equal to (a) during the Investment
Period, 2.0% of the Fund’s equity commitments (other than commitments of the Manager and its
affiliates) and (b) thereafter, equal to 1.5% of capital used to fund investments in development
and production of pictures that have not been sold or written off. Fund III’s Management Fee is
calculated and paid quarterly in advance through capital calls issued to Fund investors or from
any other Fund III assets. Installments of the Management Fee for any period other than a full
quarterly period are adjusted on a pro rata basis according to the actual number of days elapsed.

       With respect to all Funds other than Fund III, the applicable Adviser is generally entitled
to receive a Management Fee equal to 10% of the invested capital. In these instances, the
Management Fee is paid when capital is called for an investment and is not refundable.

       Carried Interest

        With respect to Fund III, a special purpose entity affiliated with the Manager is generally
entitled to receive a carried interest equal to 20% of the Fund’s profits in excess of a 12%
cumulative, annually compounding preferred return, as more fully described in Fund III’s
Governing Documents.

        With respect to all Funds other than Fund III, certain special purpose entities affiliated
with CCFM and CCP are generally entitled to receive a carried interest equal to 20% of
distributions from an investment after the applicable Fund’s investors have received a return
equal to 150% of the amount invested plus amounts, if any, drawdown for an investment but not
invested and not returned to Fund investors within six months of the date called, as more fully
described in those Funds’ Governing Documents.

       Other Fee and Expense Information

       The Funds invest on a long-term basis. Accordingly, fees are expected to be paid, except
as otherwise described in the Operating Agreement, over the term of a Fund and investors
generally are not permitted to withdraw from or redeem interests in a Fund.

        In addition to the Management Fees and carried interest described above, CCP will
receive compensation (which will not be shared with a Fund or its investors) in consideration for
the services it provides to the Funds and the Funds’ films. Terms of CCP’s fee arrangements
vary by Fund, and investors should refer to the applicable Governing Documents for further
details, but such compensation may include (i) a producer fee equal to a percentage of a film’s
total budget or a flat dollar amount, which is generally capped at $3 million per film for Fund III,
(ii) back end points equal to a percentage of revenue after recouping all production costs and the
preferred return to equity investors, (iii) an overhead fee equal to a percentage of the producer
fee, (iv) an individual producer fee equal to a percentage the producer fee and (v) an executive
producer fee equal to a percentage of the film’s budget.

        Furthermore, subject to any limitations in the applicable Governing Documents, the
Advisers and their affiliates may engage in arms-length, third-party agreements with respect to
films that provide additional overhead contributions to the Advisers and their affiliates. Subject
to certain exceptions specified in the Governing Documents of Fund III, Fund III is generally
entitled to 50% of any such contributions payable to the Advisers and their affiliates pursuant to
such agreements related to Fund III investments.

         The Firm’s principals or other employees (“Firm Employees”) may receive a portion of
the Management Fee, carried interest or other compensation received by the Manager or its
affiliates. In addition, an Adviser may exempt certain Fund investors, including the Advisers and
their affiliates, from payment of all or a portion of Management Fees and/or carried interest.

        In addition to the Management Fee, each Fund will generally pay (or reimburse the
applicable Adviser) for certain formation and organizational costs incurred in establishing and
capitalizing the Fund (including actual, direct, verifiable, third party, out-of-pocket accounting,
consulting and legal fees, travel (which may include first-class travel) and accommodation
expenses, administrative and filing fees and similar organizational expenses), subject to any
provisions set forth in the applicable Governing Documents, including any cap on organizational
expenses. As provided in each Fund’s Governing Documents, each Fund will also generally pay
(or reimburse the applicable Adviser) for other reasonable costs and expenses of the Fund as
determined by the Adviser (e.g., costs and expenses of the Fund’s (and any subsidiary of a Fund
(each, a “FilmCo”) organization and operations whether arising prior or subsequent to the first
closing), including, without limitation: (i) the out-of-pocket expenses attributable to the existence
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TYPES OF CLIENTS
       The Advisers’ clients currently consist of the Funds, which may include investment
partnerships, limited liability companies or other investment entities formed under domestic or
non-U.S. laws and operated as exempt investment pools under the Investment Company Act of
1940, as amended (the “Investment Company Act”). The investors participating in the Funds
(and any future Clients) may include high net worth individuals, banks, insurance companies,
pension and profit-sharing plans, trusts, estates or charitable organizations, corporations or other
business entities or other investment entities, and may include, directly or indirectly, Firm
Employees.

        Minimum investment amounts for third-party investors vary by Fund and may be waived
by the applicable Fund’s Adviser. Generally, investors in the Funds must be (i) “accredited
investors” as defined under Regulation D of the Securities Act of 1933, as amended and (ii)
either “qualified clients” as defined under the Advisers Act or “knowledgeable employees” of
the Advisers as defined under the Investment Company Act. Certain Funds may also require
investors to be “qualified purchasers” as such term is defined under the Investment Company
Act.

       METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
General

        In general, CCP will serve as an independent producer of films, and the applicable
Adviser will have the sole decision-making authority and control of the day-to-day management
of a Fund, including, without limitation, (a) the selection and greenlighting of all Fund pictures
(subject to any greenlighting criteria set forth in the applicable Governing Documents); (b) all
production and other film-related activities of the Fund; (c) all creative, business and financial
activities of the Fund, including without limitation, any debt and equity financings in connection
with a Fund picture; and (d) all other day-to-day operations and activities of the Fund.

        While this section generally describes the Advisers’ overall approach to investing in the
motion picture industry, the description focuses primarily on Funds that invest in multiple films,
and existing and potential investors should refer to the applicable Governing Documents for
further information regarding investment strategies employed for a specific Fund. With respect
to each Fund, there can be no assurance that the Advisers will be able to execute the Fund’s
investment strategy and a loss of capital is possible.

Investment Strategy and Process

       Sources of Film Projects

        The Advisers seek to make investments on behalf of the Funds in feature-length,
theatrical motion pictures and is expected to have various potential projects, including (a)
projects developed internally by CCP or a Fund (e.g., where CCP or the Fund acquires or options
an underlying literary property, book, article, script, etc.); (b) projects developed by a third party
that may be “packaged” with other creative elements by Creative Artists Agency or another third

party and submitted for potential financing and/or production to CCP or the Fund; and (c)
projects that a movie studio intends to greenlight and produce and gives the Fund an opportunity
to co-finance.

       Development of Fund Developed Pictures

        A portion of the capital committed to a Fund may be used to fund or reimburse
development costs of potential film projects. Development often begins with either the
screenplay adaptation of a popular novel, comic book, video game or other creative work or the
development of an original screenplay commissioned or acquired by the production company.
During the development phase, the production company may engage one or more writers to draft
and revise the screenplay and may seek out production financing and/or distribution
arrangements. The production company may also begin to obtain tentative commitments from a
director and principal cast, scout production locations and create a preliminary budget and
production schedule, before ultimately deciding to greenlight the film into production.

       Greenlight to Production

        In consultation with CCP, the Advisers evaluate all financial and creative aspects of a
film, whether a Fund expects to develop or co-finance such film, in determining whether to
greenlight such film for production or financing, including genre, director, actors, script, budget,
financing structure (including other debt and equity financiers), investment recoupment structure,
and other factors that the Advisers deem appropriate. The Advisers will not greenlight any film
unless the Advisers determine in good faith business judgment that such picture satisfies (or will
satisfy) certain criteria specified in the Governing Documents.

       Financing and Production Structures

        Films are typically financed through a combination of equity and debt. Sources of funds
for production companies can include bank loans, licensing of distribution rights (e.g., before a
film is available for viewing by licensees (often referred to as “foreign pre-sales”), state, local
and foreign government subsidies, and arrangements with other equity co-financiers. Production
companies also often partner with studios and other co-financiers to share production costs,
manage risks and share in a film’s revenues.

        The Advisers may utilize one or more of the foregoing third-party capital sources, in
addition to a Fund’s equity, in order to finance or co-finance the production budgets of Fund
pictures, as the Adviser may deem appropriate under the circumstances. As a result, a Fund’s
investment in a film may in certain instances be subordinated to bank and/or mezzanine loans,
preferred third-party equity and advances paid by territorial distributors, and a film’s “profits”
may be shared with one or more of such third parties. In Hollywood terms, a Fund’s equity
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