3L Capital Management LLC

Item 5.            Fees and Compensation

3L Capital’s compensation varies between the Funds. 3L Capital typically charges each Fund a
Management Fee as described below. In addition, the General Partner of each Fund typically
receives a percentage of net profits distributed to Limited Partners of a Fund in the form of Carried
Interest. The Funds will bear the cost of other expenses as 3L Capital carries out the management
and administration of its advisory business.

Relationships between 3L Capital and each Fund are terminable upon the expiration of the Fund’s
term or dissolution. Limited Partners generally may not withdraw from a Fund until the Fund
liquidates its underlying investments, but in some cases, a Limited Partner may be permitted to
withdraw from the Fund as outlined in the applicable Fund Agreement.

In all cases, expenses, Management Fees and the Carried Interest allocation through the date of
termination of a Fund are borne by Limited Partners.

Management Fees

The annual “Management Fee,” payable to 3L Capital by a Fund, typically ranges between
1.5%-2.0%, based on the capital commitments of a respective Fund’s Limited Partners. The
Management Fee is calculated and payable as of the first day of each fiscal quarter, subject to
various other offsets or reductions as outlined in the applicable Fund Agreement. The General
Partner may, in its sole discretion, waive or reduce the Management Fee with respect to any
Limited Partner.

Carried Interest

The General Partner is typically allocated between 10%-25% of the Fund’s net profits, upon
liquidation of the Fund, and subject to whether the Fund meets its Performance Target as outlined
in the applicable Fund Agreement, in the form of “Carried Interest”.

In connection with a Fund’s dissolution and liquidation, if the Carried Interest distributions to the
General Partner (excluding certain tax distributions) exceed the cumulative Carried Interest
distributions that should have been made to the General Partner, the General Partner will return
the excess distributions to the Fund’s Limited Partners.

3L Capital complies with Rule 205-3 under the Advisers Act. It should be noted that Carried
Interest may create an incentive for 3L Capital to cause the Funds to make more risky and
speculative investments than it would otherwise cause the Funds to make as discussed in Item 6
below. 3L Capital (or the General Partner of each Fund) deducts Management Fees and receives
distributions of the Carried Interest directly from the Funds.

3L Capital believes that its advisory fees are competitive with fees charged by other investment
advisers for comparable services. Comparable services may be available, however, from other
sources for lower fees.

Other Fund Expenses

3L Capital shall bear all normal operating expenses incurred in connection with the management
of the Funds. Such normal operating expenses shall include expenditures on account of salaries,
wages and benefit related expenses of employees of the 3L Capital, rentals payable for space
used by 3L Capital, its affiliates, the Fund or a feeder entity, utilities, office supplies and
equipment.

The Funds shall bear all fees, costs, expenses, liabilities and obligations relating to the relevant
Fund and/or its subsidiaries’ activities, investments and business (to the extent not borne or
reimbursed by a Portfolio Company), including, without limitation, all fees, costs, expenses,
liabilities and obligations attributable to the sourcing, investigation, due diligence, structuring,
organizing, acquiring, purchase, managing, monitoring, operating, holding (including expenses
of tracking facilities), taking public or private, valuing, winding up, exchanging, liquidating or
dissolving and disposing of the Fund’s investments (whether or not ultimately consummated),
including, without limitation, private placement fees, finder’s fees, financing, commitment,
origination or similar fees, interest on and fees and expenses arising out of borrowed money,
real property or personal property taxes on investments, including documentary, recording, stamp
and transfer taxes, brokerage fees or commissions or other similar charges (including any merger
fees payable to third parties), travel and entertainment expenses, legal fees and expenses,
expenses incurred in connection with the investigation, prosecution or defense of any claims
by or against the Fund, including claims by or against a governmental authority, audit, appraisal,
valuation and accounting fees and expenses, fees and expenses related to consulting, advisory
or professional services (including, without limitation, consulting, retainer or other fees paid to,
and any expenses of, any person whose relationship with the 3L Capital or an affiliate as a
“venture partner,” “entrepreneur in residence,” “executive in residence,” “contractor,”
“consultant” or “adviser”), taxes applicable to the relevant Fund on account of its operations,
fees incurred in connection with the maintenance of bank or custodian accounts, all expenses
incurred in connection with the registration of the Fund’s securities under applicable securities
laws or regulations, any sales or other taxes, fees or government charges that may be assessed
against the Fund, the cost of liability and other premiums for insurance protecting the Fund, the
General Partner, the members of the General Partner, 3L Capital, the members of 3L Capital,
the members of the advisory committee, the members of any board of strategic advisors and
any of their respective partners, members, shareholders, managers, managing directors, officers,
directors, trustees, employees, consultants, agents or affiliates in connection with the activities
of the Fund or the loss of a managing director, broken deal expenses, fees and expenses
associated with Fund communications with Limited Partners, including preparation and
...

Item 7.          Types of Clients

3L Capital provides discretionary investment advice to the Funds, as described in Item 4 above.
Our Limited Partners may include, without limitation:

     •    Family Offices;

     •    Individuals and High Net Worth Individuals;

     •    Trusts, Estates or Charitable Organizations;

     •    Corporations, limited liability companies and/or other business types; and

     •    Private Pooled Investment Vehicles.

In general, the minimum initial investment amount is $1,000,000, subject to waiver by the General
Partner in its sole and absolute discretion. Interests in the Funds are sold only to Limited Partners
who meet qualification requirements under applicable securities laws and regulations.