Cypress Investment Management LLC

Item 5 – Fees and Compensation
CIM is entitled to an allocation of net profits earned by each of the Funds pursuant to the terms of the agreement with
the Funds and the Offering Documents for each Fund. The percentage of a Fund’s net profits allocable to CIM varies
between Funds, but generally ranges between 15% and 20%. For more detailed information on the fees and
compensation received by the Advisor and its affiliates, please refer to the respective Fund’s Offering Documents.

The Advisor does not receive any compensation for securities transactions entered into by the Funds, other than the
fees noted above and performance-based fees noted below.

Other Expenses. Each Fund will incur other expenses in connection with CIM’s advisory services and will bear legal,
organizational and offering expenses in connection with its formation and initial closing and the acquisition of its
investments, which will be borne indirectly by its investors. The expenses to be borne by each Fund will be subject to
the terms and conditions of the applicable Fund’s governing and subscription documents, and are expected to include
(but are not necessarily limited to): (i) fees, costs and expenses related to or arising from (A) the sourcing, investigation,
development, acquisition or consummation, ownership, maintenance, monitoring, hedging or disposition of the Fund’s
investments, (B) any credit facility, guarantee, letter of credit or similar credit support or one or more other similar

                                           Cypress Investment Management, LLC
                                  18W140 Butterfield Road, Ste 1110, Oakbrook Terrace, IL 60181
                                                      Phone: (331) 307-7444
                                                    www.cypressholdings.com

financing transactions involving an underlying operating company; (ii) taxes and other governmental charges incurred
or payable by the Fund or an underlying operating company; (iii) fees, costs and expenses of actuaries, accountants,
administrators, advisors, auditors, counsel, valuation experts and other service providers that provide services to or with
respect to the Fund, and legal expenses incurred in connection with claims or disputes related to an underlying operating
company; (iv) compensation and other similar expenses of consultants and any industry executives, advisors,
consultants, operating executives, subject matter experts or other persons acting in a similar capacity who provide
consulting and other similar services to the Fund or an underlying operating company; (v) fees, costs and expenses
associated with maintaining the Fund and any related entities, including fees, costs and expenses incurred in the
organization, operation and restructuring of such related entities; (vi) premiums and fees for insurance allocated to the
Fund, litigation expenses and other extraordinary expenses; (vii) fees, costs and expenses incurred in connection with
the preparation of all reports to the Fund’s investors or representatives, and any other financial, tax, accounting or fund
administration reporting functions; (viii) the Fund’s indemnification obligations; (ix) fees, costs and expenses (including
legal fees and expenses) incurred to comply with any applicable law, rule or regulation (including regulatory filing or
other expenses of the Fund, CIM, or its or their affiliates, including Form PF filings) or incurred in connection with any
governmental inquiry, investigation or proceeding involving the Fund; (x) fees, costs and expenses related to a default
by a defaulting investor; (xi) fees, costs and expenses related to a sale, assignment, pledge or transfer of an investor’s
interest in the Fund or an investor’s withdrawal from or admission to the Fund; (xii) fees, costs and expenses incurred
in connection with any amendments, modifications, revisions or restatements to the constituent documents of the Fund
or its investment in an underlying operating company; (xiii) fees, costs and expenses incurred in connection with
distributions to the Fund’s investors; (xiv) interest on, and fees, costs and expenses arising out of, the Fund’s borrowings
and indebtedness; and (xv) fees, costs and expenses incurred in connection with the dissolution, winding up and
termination of the Fund. Investors may also bear third-party expenses incurred in connection with a proposed
disposition that is not actually consummated, including legal, tax, accounting, advisory and consulting expenses and
any broken deal expenses, breakup fees, liquidated damages, reverse termination fees or similar payments.

Item 7 – Types of Clients
Currently, CIM provides investment advice primarily to Funds operated by CIM or its affiliates. CIM operates the
Funds in reliance upon the exclusion from the definition of an “investment company” described in Section 3(c)(7) of
the 1940 Act. In order to qualify for this exclusion, investment in such Funds is generally limited to U.S. persons who
are “qualified purchasers,” as defined in Section 2(a)(51) of the 1940 Act, as well as non-U.S. investors. In general,
the definition of “qualified purchaser” includes individuals with $5,000,000 or more in “investments” (as defined by the
SEC) and entities with $25,000,000 or more in “investments,” as well as certain other specified categories of entities.

                                           Cypress Investment Management, LLC
                                  18W140 Butterfield Road, Ste 1110, Oakbrook Terrace, IL 60181
                                                      Phone: (331) 307-7444
                                                    www.cypressholdings.com

In addition, owners, principals and certain other related persons of the Advisor who qualify as “knowledgeable
employees” of the Advisor can and have invested in one or more of the Funds.The various requirements for investing
in a Fund, are set forth in each Fund’s Offering Documents.