5th Century Partners LP

Item 5 – Fees and Compensation

5CP and its affiliated General Partners receive fees and compensation in exchange for advisory
services provided to the Funds, including management fees, carried interest, additional compensation
in connection with management services performed for the portfolio companies of the Funds and
reimbursements from portfolio companies for certain expenses advanced on their behalf. The Funds
are also responsible for bearing certain expenses as detailed below and in each Fund’s Governing
Documents. Differences exist from Fund to Fund, and certain Funds do not charge certain fees,
compensation or expenses that other Funds charge or charge them in different amounts. The
following is a general description of fees, compensation and expenses of the Funds. Limited partners
should refer to the Governing Documents of the applicable Fund for a complete understanding of
how 5CP is compensated for its advisory services; the information contained herein is a summary only
and is qualified in its entirety by such documents.

Management Fees

5CP charges each Fund a management fee (the “Management Fee”), generally 2% per annum of non-
affiliated limited partner’s commitments. Specifically, Management Fees are initially charged at 2% of
each non-affiliated limited partner’s committed capital for the period of time during which each Fund
is making investments; thereafter, the Management Fee shall be reduced going forward to 2% per
annum of the non-affiliated partners’ percentage of an amount equal to (A) the aggregate amount of
unrecouped bridge financing contributions plus (B) the aggregate amount of investment contributions
made (or payable to the Fund pursuant to any outstanding capital call notice or capital call notice that
5CP intends to issue to repay indebtedness) with respect to investments that have not been disposed
of minus (C) the aggregate write-down amounts. The amount of Management Fees generally will not
correspond with fluctuations in the net asset value of individual investments, aggregate investments
in a portfolio company or of a Fund, including following the step-down date, and will not be reduced
except in the case of investments that have been permanently written down. Permanent write-down
determinations are made in the discretion of the valuation committee in accordance with the relevant
Governing Documents and the Firm’s valuation policy. Except where the Governing Documents
expressly provide to the contrary, Management Fees will not be reduced (in whole or in part) in the
case of partial distributions (e.g., those resulting from a dividend recapitalization), partial sales,
reorganizations, restructurings, roll-over investments or similar transactions, in each case in
circumstances that do not result in the complete disposition of the relevant Fund’s interest therein,
and even in cases where the value of such Fund’s investment or ownership percentage in a portfolio
company has been reduced as a result of such transaction. In addition, Management Fees generally
will not be reimbursed or refunded under the Governing Documents in the event of realizations,
dispositions or partial write-downs that occur partway through the relevant calculation period.

Further, where there has been a partial disposition or permanent write-down of a Fund’s investment
and the fair market value of the investment following such event exceeds the total amount of the
Fund’s investment contributions relating to the investment, the Governing Documents do not require
Management Fees after the stepdown date to be reduced. In most circumstances, the post step-down
Management Fee base will include capitalized transaction-specific fees and expenses of unrealized
investments, including transaction fees charged by 5CP in connection with the investment, which
poses a conflict of interest in that the inclusion of such fees and expenses results in a higher
Management Fee than if such transaction fees and expenses were not capitalized into the asset base.

Assessed quarterly in advance, Management Fees are collected through a capital call, through a draw-
down on the Fund’s line of credit or offset against a distribution to limited partners. All Management
Fees were negotiated with limited partners during the fundraising period of the applicable Fund and
are not subject to negotiation thereafter. Generally, limited partners participating in a subsequent
closing after the initial closing of a Fund are responsible for paying the Management Fee as of the date
of the initial closing of such Fund, plus interest, as applicable. In addition, Management Fees are
payable during term extensions unless otherwise notified to limited partners.

The General Partners are permitted, in their sole discretion, to reduce or waive all or a portion of the
Management Fee. Management Fees can differ from one Fund to another as well as among limited
partners in the same Fund. Such differences can arise from the size of a limited partner’s commitment
to a Fund, provisions of side letter agreements or other negotiated terms. Management Fees are
generally waived for 5CP employees investing in a Fund (either as direct limited partners or through
a General Partner), affiliates, Operations Group members and their respective families investing in a
Fund (although in each case, these limited partners generally pay their pro rata share of certain Fund
expenses) and are often reduced in connection with a limited partner’s commitment to a Co-
Investment Fund.

As per the provisions of the Governing Documents, 5CP is permitted to waive, defer, or reduce all or
a portion of the Management Fee payable by a Fund in full or partial satisfaction of any obligation of
a General Partner and certain employees and affiliates to invest in and alongside such Fund. Certain
waived portions of the Management Fee are treated by the Governing Documents as deemed capital
...

Item 7 – Types of Clients

5CP provides investment advice to its Funds, which are exempt from registration under the
Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder
(the “Investment Company Act”). The Funds limit their respective limited partners to: (i) “accredited
investors” as defined in the Securities Act of 1933, and (ii) “qualified purchasers” or “knowledgeable
employees,” each as defined in the Investment Company Act, or (iii) if applicable, “qualified clients,”

as defined in the Advisers Act. Limited partners in the Funds must also meet certain other suitability
qualifications prior to making an investment in a Fund. The Funds are not registered or required
to be registered under the Investment Company Act, are not made available to the general public,
their securities are not registered or required to be registered under the Securities Act of 1933 and
Fund interests are privately placed to qualified investors. Qualified investors include individuals or
entities to which Fund interests are permitted to be sold, which generally includes (i) in the United
States, people or organizations who meet certain net worth, income and/or financial sophistication
requirements as described above or (ii) in other countries, as permitted by the relevant securities laws
in such jurisdiction and in compliance with any foreign offering provisions applicable to 5CP and/or
the Funds. The Funds typically require capital commitments from each limited partner of at least $5
million, although the applicable Fund’s General Partner has, in its sole discretion, accepted lesser
amounts.

The limited partners participating in the Funds include high net worth individuals, other investment
entities, university endowments, family offices, pension and profit-sharing plans, trusts, estates or
charitable organizations, fund of funds, corporations, limited partnerships, limited liability companies
or other business entities or other service providers retained by 5CP, and typically include, directly or
indirectly, principals or other employees of 5CP and its affiliates and members of their families.

5CP will generally pursue all appropriate investment opportunities through its Fund vehicles,
subject to certain limited exceptions. For certain investments, 5CP requires additional capital in
order to complete a portfolio company transaction and in such cases, reaches out to select investors
for additional capital. These co-investments are not managed by 5CP, are not subject to custody
by 5CP and are not deemed to be clients of 5CP. Nevertheless, 5CP will perform management,
advisory and other services for the portfolio companies in which these co-investment vehicles invest
alongside the Funds, generally at no additional cost to such vehicles except portfolio company fees
and expenses (which such expenses are recorded at the portfolio company).

Although co-investments typically involve investment and disposal of interests in the applicable
portfolio company at substantially the same time and on substantially the same terms as the Fund
making the investment, co-investors are generally subject to different economic terms than the Fund.
From time to time, for strategic and other reasons, a co-investor or co-investment vehicle purchases
a portion of an investment from a Fund after such Fund has consummated its investment in the
portfolio company (also known as a post-closing sell-down or transfer). Any such purchase from a
Fund by a co-investor or co-investment vehicle generally occurs shortly after the Fund’s completion
of the investment to avoid any changes in valuation of the investment; however, in certain instances,
a post-closing sell-down or transfer could occur well after the Fund’s initial purchase. When co-
investors purchase their interest from a Fund after the Fund has consummated the investment, the
price paid by co-investors is typically determined by the Fund’s General Partner in its sole discretion,
which has the potential to result in a conflict of interest. The Funds will bear the risk that any co-
investors acquiring an interest in an investment after the closing of such investment will acquire such
interest on terms that do not reflect the then-current value of such investment. Where appropriate,

and in 5CP’s sole discretion, 5CP reserves the right to charge interest on the purchase to the co-
investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain
conditions), and to seek reimbursement to the relevant Fund for related costs. However, to the extent
such amounts are not so charged or reimbursed, they generally will be borne by the relevant Fund.
The price reimbursed to the Fund may not reflect the full cost incurred by the Fund in connection
with the investment, any interest charge on the co-investment amount, the cost of establishing the
credit facility utilized to acquire the portfolio company (if applicable) or the risk borne by the Fund in
connection with purchasing and warehousing the investment.

In either case, potential co-investors typically do not bear any transaction costs of investments that
are not consummated and are not subject to the same risks to which a Fund is throughout the
investment process. As fees paid by or on behalf of co-investors are not subject to a Management
Fee offset and are thus retained by 5CP, the opportunity to receive such fees presents a conflict of
interest in that 5CP could be incentivized to allocate a greater portion of an investment to a co-investor
than it would have otherwise allocated absent such an arrangement. 5CP seeks to address any such
potential conflict of interest by investing in accordance with its policies and procedures governing
investment allocation and co-investments. In addition, to the extent that 5CP engages in a secondary
liquidity transaction in connection with an investment, co-investors will not necessarily receive the
...