3I Corporation

Item 5. Fees and Compensation

Advisory Fees

As compensation for investment supervisory services rendered to the Clients, the Adviser receives
from each such Client or from an affiliate of the Adviser an advisory fee (each, an “Advisory
Fee”). Advisory Fees paid by a Client are indirectly borne by investors in such Client.

The precise amount of, and the manner and calculation of, the Advisory Fees for each Client are
established initially by the Adviser and may be modified by negotiations. The Advisory Fees are
set forth in each Client’s Advisory Agreement, organizational documents and/or other
documentation received by each investor prior to investment in such Client. The Advisory Fees
and other fees described below are generally subject to modification, waiver or reduction by the
Adviser in its sole discretion, both voluntarily and on a negotiated basis with selected investors via
side letter and other arrangements, which may not be disclosed to other investors in the same
Client. The Clients’ fee structures may be modified from time to time. Fees may differ from one
Client to another, as well as among investors in the same Client. The Adviser may provide
investment management services to its employees and affiliates (and their employees) without
compensation.

Certain investors in the Clients that are employees, business associates and other “friends and
family” of the Adviser, its affiliates or their personnel (including any related entity established by
any of the foregoing, such as trusts, charitable programs, endowments or related programs, family
investment vehicles and other estate planning vehicles) (collectively, “Adviser Investors”) will not
typically pay Advisory Fees or Carried Interest in connection with their investment in a Client.

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The Advisory Fees for the Clients generally are payable quarterly in advance. If an Advisory
Agreement is terminated before the end of a billing period, the Adviser will refund a pro rata
portion of the pre-paid Advisory Fee to the relevant Client.

Other Fees and Expense Reimbursement

In addition, the Adviser and its affiliates may perform management, advisory, transaction-related,
financial advisory and other services (“Related Services”) for, and receive fees from, actual or
prospective portfolio companies or other investment vehicles of Clients, including fees in
connection with mergers, acquisitions, add-on acquisitions, re-financings, public offerings, sales
and similar transactions. These fees may be substantial. Although these fees are in addition to the
Advisory Fees paid by a Client, the Adviser (or one of its affiliates) may in some circumstances
reduce the amount of its fees paid in connection with the receipt of such fees. For a discussion of
material conflicts of interest created by the receipt of such fees and reimbursements, please see
Item 11 below.

The Adviser is also entitled to accept and retain the following fees for its own account with respect
to certain of the Clients, which generally are credited against and reduce the Advisory Fees payable
to the Adviser from such Clients (collectively “Other Fees”):

•       All arrangement fees, syndication fees and any other transaction fees received by the
        Adviser, agreed upon at the time of and directly referable to the making of an investment
        on behalf of a Client;

•       Any underwriting fees in respect of the commitment of a Client;

•       All agency fees, directors’ fees and benefits, monitoring fees and management fees
        received directly in connection with the holding of an investment by a Client;

•       Any fees or commissions of any description whatsoever received in connection with
        proposed transactions by a Client which do not proceed to completion (including breakup
        fees and litigation proceeds from transactions not consummated); and

•       All other fees received by the Adviser arising out of the management of the Clients,
        including, without limitation (i) corporate finance fees, and (ii) advisory fees.

Other Fees are often substantial and may be paid in cash, in securities of the portfolio companies,
prospective portfolio companies or investment vehicles (or rights thereto) or otherwise. The
payment of Other Fees and reimbursements by portfolio companies and prospective portfolio
companies will, in some, but not all, circumstances create a conflict of interest between the Adviser
and its affiliates, and the Clients and their investors, because the amounts of these Other Fees and
reimbursements are often substantial and the Clients and their investors generally do not have a
direct interest in these fees and reimbursements. The Adviser determines the amount and timing
of these Other Fees for the services provided and reimbursements in its own discretion, subject to
agreements with sellers, buyers, and management teams, the board of directors of or lenders to
portfolio companies, and/or third-party co-investors in its transactions.

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Although Other Fees are in addition to the Advisory Fees, the Adviser will in some circumstances
reduce the amount of Advisory Fees paid by the applicable Client in connection with the receipt
of such Other Fees in accordance with the Advisory Agreement and/or organizational documents
of the applicable Client. Generally, under the terms of the applicable organizational documents,
for purposes of calculating any Advisory Fee offset, Other Fees are net of out-of-pocket costs and
expenses incurred by the Adviser in connection with consummated or unconsummated
transactions or in connection with generating any such fees.

To the extent an Other Fee relates to more than one Client participating (or expecting to participate)
in an investment, the Other Fee is generally allocated among such Clients pro rata based on the
capital commitments of such participating Clients (or for an unconsummated investment, the
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Item 7. Types of Clients

The Adviser currently provides discretionary and non-discretionary investment supervisory
services to the Clients and non-discretionary investment advice to 3i Investments plc (an affiliate
of the Adviser). The Clients are pooled investment vehicles that generally are offered pursuant to
applicable exemptions from registration under the Securities Act and the 1940 Act. Investment
advice is provided directly to the Clients (subject to the supervision of the general partner of each
Client) and not individually to investors in such Client. The Adviser does not have a minimum
size for a Client.