Mizzen Management LLC

Item 5.          Fees and Compensation

A.        Fees Charged

Investors in the Funds will be charged management fees and a performance-based fee, if
applicable, under the terms of each Fund’s governing documents.

Management Fee

The Funds will pay Mizzen quarterly in advance, an annual management fee that ranges from
0.00% to 2.00%. The value used to calculate the Management Fee will depend upon the stage of
the particular Fund in its life cycle. To the extent that a Portfolio Company compensates Mizzen
for services provided to that Portfolio Company, the amount of the fees received will be credited
against the Management Fee, until such time as the Management Fee has been fully credited, at
which point compensation from a Portfolio Company will be retained by Mizzen.

Portfolio Company Fees

From time to time, Mizzen will perform services to a Portfolio Company, which may include
business strategy consulting, directors’ fees or general advisory services or all of the above. While
Mizzen does not currently have any of these arrangements, they can occur in the future.

Administrative Fee

Some portfolio companies pay the Funds, through the financing arrangements, administrative
services related to the loans. This fee is $2,500 per month but may differ according to the
arrangement with the various Portfolio Companies.

Carried Interest

The Funds (and, therefore, each investor in the Funds) generally pay up to a 20% performance-
based fee to General Partner (which are affiliated with Mizzen) of each of the Funds. However, the
performance fee is not paid until the investors achieve certain preferred return hurdles based on
their invested capital to date, as set forth in more detail in the respective Fund’s offering
documents. In addition, the performance fee is also subject to a “clawback” which means that
once each of the Funds has wound up its investments and / or operations, if General Partner of
the Fund had collected more performance-based fee than it should have been entitled, the
General Partner must restore the overage to the Funds (which will, in turn, restore the overage to
the Fund’s investors (referred to as the “Limited Partners”).

Please refer to the applicable private placement memorandum and limited partnership
agreement for a more detailed and complete description of fees and expenses paid by investors
in the Funds.

B.     Fee Payment

Management fees are typically paid quarterly, in advance, and are paid upon invoice from the
Advisor. Fees to Portfolio Companies are due upon receipt of an invoice, which is generated
monthly in most cases, but can be done on a quarterly basis, at closing or when a loan is paid off.

C.      Other Fees

Below is not a complete discussion of other fees and expenses that are possible costs related to
a Fund. For a more detailed and complete listing of other fees and expenses, investors should
consult the offering documents of the relevant Fund.

Related Services

Mizzen or an affiliate can receive, depending upon a given Fund’s governing documents, certain
fees from companies in which that Fund has interests in connection with the purchase,
monitoring or disposition of investments or in connection with unconsummated transactions
(e.g., break up, monitoring, directors’, organizational, set-up, advisory, investment banking,
underwriting, syndication and other similar fees). Although certain of these fees will reduce the
Management Fee, there are conflicts that exist related to the payment of such fees. Specifically,

Mizzen has a conflict of interest in charging fees for services rendered to portfolio companies, as
such fees will reduce the value of the portfolio company by decreasing profits. In addition, these
fees can still be received after any Management Fee offset is exhausted, thus reducing the
mitigation of the Management Fee offset of this conflict.

Expenses

The Funds bear certain legal, organizational and offering expenses, including the out-of-pocket
expenses of Mizzen and its agents, actually incurred in the formation of the Funds. The Funds will
also pay all costs and expenses relating to their operations, including, but not limited to,
professional fees, fees related to investments, interest, taxes, and meetings with investors.
Mizzen will generally be responsible for its own operations, including rent, salaries, furniture and
fixtures, and all other office equipment. This is not a complete explanation of all fees relevant to
each Fund.

Co-Investment Vehicles

Co-Investment Vehicles are vehicles created for the purpose of investing alongside a Flagship
Fund, and Co-Investors are investors in Co-Investment Vehicles or investors who directly invest
alongside a Flagship Fund for one or more investments. Both Co-Investment Vehicles and Co-
Investors will bear their pro rata share of any expenses associated with consummated
investments and do not bear broken-deal expenses unless otherwise set forth in the applicable
organizational documents of the Co-Investment Vehicles or other agreements related to the co-
investments. In addition, such Co-Investors who are underlying investors in an applicable
Flagship Fund are generally not charged any management fees or carried interest in respect of
their commitments to the applicable Co-Investment Vehicle, but some investors who are not
underlying investors in an applicable Flagship Fund may be charged such fees and carried
interest. The portion of any Related Services fees received by Mizzen in respect of the Co-
Investment Vehicles' applicable portfolio company or prospective portfolio company, which
would otherwise offset such management fees, will be retained by Mizzen and will not be applied
to reduce the management fees paid by Limited Partners in respect of their capital commitments
to the other relevant Funds.

Third-Party Expenses

To the extent practicable, any third-party expenses relating to consummated investments will be
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Item 7:           Types of Clients.

Mizzen provides discretionary management and advisory services to the Funds directly, subject
to the direction and control of the general partner of each Fund, and not individually to the Limited
Partners. Interests in the Funds are offered pursuant to applicable exemptions from registration
under the U.S. Securities Act of 1933, as amended, and the U.S. Investment Company Act of
1940, as amended (the “1940 Act”) and may include, among others, high net worth individuals,
banks, insurance companies, pension and profit sharing plans, trusts, estates, charitable
organizations, university endowments, corporations, limited partnerships, and limited liability
companies or other entities.

Mizzen does not have a minimum size for a Fund, but minimum investment commitments have
been established for investors in the Funds. The General Partner of each Fund, in its sole

discretion, has permitted investments below the minimum amounts set forth in the offering
documents of such Fund.