Kerberos Capital Management LLC

ITEM 5 – FEES AND COMPENSATION

A. As further described below, generally, Kerberos and/or its affiliates are compensated
   by the Clients through the payment of management fees and performance-based fees
   or allocations. For certain Funds, the specific terms relating to the fees paid by such
   Fund are negotiated between Kerberos and the investor in the respective Fund at the
   time of such fund’s formation. Below is a general description of fees charged to the
   Funds by Kerberos and its affiliates. Please refer to the Governing Documents of the
   applicable Fund for further information. Current and prospective Clients should
   carefully review all fees charged by Kerberos. Different fees are charged to different
   Clients and investors, and fees may be waived, rebated or reduced for certain Clients
   or investors.

B. In consideration of Kerberos' investment advisory and other services, Kerberos
   typically receives a management fee from certain Funds, which generally accrues at an
   annual rate based on a percentage of the actively invested capital of such Fund. The fee
   percentage and/or the base upon which the fee is calculated may vary for each such
   Fund. Generally, such management fee is payable at regular intervals in arrears.

   In addition, Kerberos or its affiliates, as general partners or the equivalent (collectively,
   the “General Partner” or “General Partners”) of the Funds, typically receive certain

   allocations and distributions calculated and charged based on a share of capital gains
   on, or capital appreciation of, the assets of such Fund, as negotiated and determined at
   the time such Fund is established and as set forth in its Governing Documents. These
   allocations and distributions are commonly known as “carried interest.” Kerberos (or
   its affiliates) generally do not receive carried interest or similar allocations until all
   investors have received aggregate distributions equal to the sum of their capital
   contributions to the Fund and a preferred return.

   Kerberos may in the future elect to waive a portion of the management fee in lieu of
   funding its (or its affiliate’s) capital commitment obligations to a Fund. In such
   situations, waived management fees shall be paid by the Fund’s investors and applied
   to fund a portion of Kerberos’ (or its affiliate’s) required capital contribution to such
   Fund.

   Management fees for a Fund, if any, are typically funded with capital contributions
   drawn for such purpose or funded with or withheld from proceeds from investments.
   Carried interest distributions generally will be distributed to Kerberos or its affiliate
   from time to time upon the realization of investments by such Fund and are distributed
   in accordance with the terms of the applicable Governing Document.

C. Kerberos also receives compensation from SMAs, including management fees and
   incentive fees or allocations, which are negotiated with SMA investors and set forth in
   the Governing Documents and any other agreements of each such SMA. Therefore,
   such compensation varies by investor. Expenses to be paid by SMAs are likewise
   individually negotiated with such SMA Clients.

D. In connection with the Clients’ activities, Kerberos shall be responsible for all ordinary
   overhead and administrative expenses incurred by Kerberos or its affiliates in
   connection with maintaining and operating their offices and performing their respective
   obligations.

   Each Fund is operated according to its own Governing Documents, which detail a
   description of the expenses for such Fund. While differences exist among the Funds,
   the following is a summary of expenses generally expected to be charged to
   commingled Funds in the future:

   Generally, a Fund shall be responsible for all costs, expenses and liabilities that in the
   good faith judgment of Kerberos are incurred by or arise out of the operation and
   activities of the Fund, including: (a) the management fee; (b) organizational expenses;
   (c) those associated with the structuring, negotiating, making, sourcing (including any
   retainers, success and finder’s fees and other compensation paid to contractors (whether
   or not related to a specific acquisition of a portfolio investment)), researching,
   acquiring, monitoring, restructuring, selling or otherwise disposing of, or otherwise
   relating to, consummated portfolio investments, proposed but unconsummated
   investments and restructurings (including break-up fees and fees and costs that would

have been allocable to a co-investment vehicle had such proposed transaction or
investment been consummated, if the amount allocable to such co-investment vehicle
is not paid thereby), and temporary investments, including travel expenses, variable
administrative expenses (such as research), lodging, meals and entertainment expenses,
due diligence expenses, fees for attendance at industry conferences, brokerage
commissions and fees, underwriting commissions, legal, accounting, investment
banking, consulting and other professional fees, other investment-related expenses
(including pre- and post-closing investment expenses), post-investment legal fees that
are unrelated to a portfolio investment if the Fund is the party receiving the primary
benefit of the services, and other fees, costs and expenses, including those relating to
any co-investment vehicles formed in connection therewith, to the extent that such fees
and expenses are not reimbursed by a portfolio company or other third party; (d)
premiums for insurance from liabilities to third parties in connection with Fund affairs,
including any key-man life insurance; (e) costs of the administration of the Fund, which
may be provided by third parties, including but not limited to administrative, legal,
auditing, consulting, accounting and tax, and other professional fees and expenses,
...

ITEM 7 – TYPES OF CLIENTS

As described in Item 4 above, Kerberos currently provides discretionary and non-
discretionary investment advisory services to investment vehicles, each of which is
primarily funded by institutional or high net worth investors.

As described above, Kerberos also provides investment advisory services to SMAs. There
is no formal minimum capital requirement for separately managed accounts.