CVC Secondary Partners US LLC

ITEM 5      FEES AND COMPENSATION

In respect of the advisory services CVC Secondary-US provides to CVC Secondary-UK, CVC Secondary-US is
compensated through the payment of an advisory fee from CVC Secondary-UK                           . The Advisory Fee
is paid out of the Management Fee (as defined below) that is received by CVC Secondary-UK and the Advisory Fee is
calculated in accordance with CVC Secondary transfer pricing arrangements and paid in arrears. Depending on the
structure, the fees paid to CVC Secondary-UK by the CVC Secondary Fund are paid either: (a) indirectly by the Funds,
                                             General Partner of each Fund and then paid onto CVC Secondary-UK; or
(b) directly by the Funds to CVC Secondary-UK (in e                                    In addition, certain investment
and other professionals that are affiliated with CVC Secondary-US receive carried interest distributions in connection
with the performance of the Funds (as described at Item 6 Performance Fees and Side by Side Management). Where
CVC Secondary-US is engaged to advise a Fund directly, similar fees are paid either directly to CVC Secondary-US or
indirectly through the         eneral Partner.

The Management Fee
Each Fund pays a Management Fee either directly to CVC Secondary-UK or CVC Secondary-US, as applicable, or
                           General Partner. In respect of the DB Funds, any Management Fees payable are split
between DWS and CVC Secondary-UK.

The Management Fee paid by the Fund, pursuant to each         Governing Documents, can be waived and/or reduced
at the discretion of CVC Secondary-UK, CVC Secondary-US (with respect to Funds directly advised by CVC
Secondary-US) or the relevant General Partner of such Fund (as the case may be).

The General Partner of each Fund deducts fees applicable to the relevant Fund (and, indirectly, the Investors) directly
from such

In certain circumstances, the Management Fee payable, directly or indirectly, to CVC Secondary-UK or CVC
Secondary-US by an Investor in a Fund varies from the Management Fee payable by other Investors in such Fund.
This difference in Management Fee paid by Investors in the same Fund could be based on such factors as: size of
capital commitment to such Fund, timing of admission, and, for CVC Secondary Funds, the Investor having made a
capital commitment to the predecessor of such CVC Secondary Fund or a strategic relationship between such Investor
and CVC Secondary and/or the broader CVC (as defined under Item 10) group, or otherwise be negotiable.

Investors and prospective investors in a Fund should note that private funds or other pooled investment funds which
are managed or advised by other investment advisers could be available for similar or lower fees.

The Management Fee is typically, subject to meeting any minimum capital commitment criteria set out in the Governing
Documents of the relevant Fund, as follows:

         (i)

         (ii)     for the two years following the expiration of the investment period, 1% per annum of aggregate
                  invested capital;

         (iii)    for each successive year thereafter, the greater of 90% of the annual profit share for the immediately
                  preceding year and 0.25% per annum of aggregate invested capital.

When paying any Management Fee, each Fund will distribute or pay the Management Fee quarterly in advance either
from drawdowns of the unfunded capital commitments of the investor
proceeds received by the relevant Fund (including, for the avoidance of doubt, use of any subscription-line or other
credit facility available to such Fund). Please refer to         Governing Documents for complete information on
                               CVC SECONDARY PARTNERS (U.S.), LLC              FORM ADV, 2A BROCHURE                  6

the timing of Management Fee payments.

Certain CVC Secondary Funds, are open-ended, continuously offered or otherwise                      / permanent
accordingly, charge a Management Fee by reference to net asset value (or similar) rather than on the basis of capital
commitments and/or invested capital (as outlined above). In addition, in respect of these evergreen CVC Secondary
Funds, certain distributors or other financial intermediaries through which an investor acquires an interest in such
vehicle may charge such investor upfront selling commissions, placement fees, subscription fees, administrative fees
                                                    In certain circumstances, the Subscription and Servicing Fees may
be paid to CVC Secondary or the CVC Secondary Funds and reallocated, in whole or in part, to the distributor or other
financial intermediary through which an investor acquires an interest in such CVC Secondary Fund. Further details with
respect to Subscription and Servicing Fees for a specific CVC Secondary                                     Governing
Documents.

Deductions in the Management Fee from Fee Income
                                                                  he Management Fee described above will be reduced
by 100% of all fees, net of any related expenses, paid to CVC Secondary-US or one of its affiliates, from a portfolio
investment, including, but not                                                        fees, advisory fees, break-up fees
and other similar investment-related fees for services provided. For the avoidance of doubt: (a) any fee or other income
payable by certain Funds to any member of CVC (other than CVC Secondary-US or a General Partner); and (b) any
Management Fee (or equivalent) payable by certain Funds in connection with the investment of the Fund as a limited
partner (or equivalent) in any investment vehicle or fund that is managed or advised by a member of CVC, shall, in
each case, not be offset, and, therefore, will not reduce the Management Fee.
...

ITEM 7      TYPES OF CLIENTS

Generally, CVC Secondary-US provides investment advisory services to CVC Secondary-UK with respect to the Funds,
as described in Item 4 Advisory Business, above.

Generally, Investors in the CVC Secondary Funds will be limited to persons or entities which are (i)
                                         (each as defined in the Investment

of the Securities Act). Minimum investment commitments in the CVC Secondary Funds will typically be $5,000,000,
however CVC Secondary-UK or the relevant CVC Secondary General Partner has the ability to waive such minimum
investment commitment and permit Investors to make commitments that are less than the minimum commitment
amount set forth in the relevant Private Placement Memorandum. Funds advised by CVC Secondary but sponsored by
a third-party could also impose (and the third-party could waive) investment minimums, which generally would be
                                                        For example, minimum investment commitments in the past
were established for the DB Funds, with the investment manager of such DB Fund being able to waive such minimum
investment commitment and permit Investors to make commitments that are less than the minimum commitment
amount set forth in the relevant Private Placement Memorandum. 2

CVC Secondary-UK also provides investment advice to investment vehicles in which only CVC Secondary-UK or an
affiliate thereof and one or more affiliates of a single third party invest. In connection with the management of such
investment vehicles, CVC Secondary-UK may determine to retain the investment advisory services of CVC Secondary-
US in a sub-advisory capacity.

In connection with the formation and management of the CVC Secondary Funds, the relevant CVC Secondary General
Partner, CVC Secondary-                                                                   CVC Secondary
address legal, tax and/or regulatory issues or requirements of certain investors in the CVC Secondary Funds. Each
CVC Secondary Feeder would be a limited partner (or equivalent) of a CVC Secondary Fund and interests in such CVC
Secondary Feeder would be held by Investors who participate in the relevant CVC Secondary Fund through such CVC
Secondary Feeder. In addition, from time to time CVC Secondary-UK, a CVC Secondary General Partner or one of
their affiliates forms other parallel funds, alternative investment vehicles, Syndication Vehicles, SPVs and/or other
similar investment vehicles to address legal, tax, regulatory and/or other business considerations. The third-party
sponsors of Funds where CVC Secondary acts as adviser but not General Partner, could similarly establish such
vehicles.

   Any Registered Fund that is offered to U.S. persons may be subject to different: (i) eligible investor criteria; and
(ii) minimum investment amounts.
                               CVC SECONDARY PARTNERS (U.S.), LLC              FORM ADV, 2A BROCHURE                16