Access Holdings Management Company LLC

Item 5. FEES AND COMPENSATION

         In general, the Adviser receives or expects to receive a management fee and/or a carried
interest in connection with investment advisory services. The specific manner in which the Adviser
charges fees and/or carried interest for a Fund is established in the relevant Memorandum,
Partnership Agreement and/or Side Letter. The Adviser or other Access Holdings entities or
affiliates receive additional compensation in connection with management and other services
performed for portfolio companies of the Funds. With respect to certain Funds, such additional
compensation may offset in whole or in part the management fees otherwise payable to the Adviser.
In addition, in certain circumstances, the Adviser receives compensation for management and other
services performed in connection with co-investments made in portfolio companies of the Funds.
Investors in a Fund also bear certain expenses.

Management Fees

FPG
          The Adviser or its affiliate, during the investment period, is generally paid an annual
management fee (“Management Fee”), payable semi-annually, equal to 1.0% of aggregate
investor capital contributions (“Contributions”) held by Existing Partners not designated as
“affiliated partners” by the General Partner. The Management Fee shall be payable until the earliest
to occur of, (i) fourth anniversary of the Initial Contribution Date, (ii) a Change of Control, (iii) an
Initial Public Offering, or (iv) the dissolution of the Partnership.
          The Adviser or its affiliate, during the investment period, is also generally paid an annual
management fee (“Management Fee”), payable semi-annually, equal to 0.8% of aggregate
Contributions held by New Investors not designated as “affiliated partners” by the General Partner
in FPG. The Management Fee steps down to 0.5% following the second anniversary of the Initial
Contribution Date and is payable until the earliest to occur of, (i) fourth anniversary of the Initial
Contribution Date, (ii) a Change of Control, (iii) an Initial Public Offering, or (iv) the dissolution of
the Partnership.
          The Adviser is also compensated in connection with the provision of a one-time 1.0%
administrative fee from all investors and for ongoing administrative services to an investor as may
be agreed between Adviser and any such investor in FPG, which is intended to reimburse to the
Adviser for such Administrative Services.

Kuvare
       The Adviser (or its affiliate) is paid an annual fee, in advance, a fixed amount in KUV
Feeder and an amount equal to 1.0% of aggregate investor capital commitments to KUV BNYH.
The Adviser (or its affiliate) is also compensated in connection with the provision of administrative
services to an investor as may be agreed between the Adviser and any such investor in Kuvare,
which is intended to reimburse the Adviser for such Administrative services.

AHF I
        The Adviser or its affiliate, during the investment period, is paid an annual management
fee (“Management Fee”), payable semi-annually, equal to 2.0% of aggregate investor capital
commitments (“Commitments”) held by investors not designated as “affiliated partners” by the
General Partner. Commencing with the first Management Fee due date after the expiration of the
investment period or earlier upon the occurrence of certain events to be set forth in AHF I’s
Partnership Agreement, the Management Fee will equal 2.0% of (i) the aggregate investment
contributions, less (ii) the aggregate amount of investment contributions with respect to the portion
of each investment that has been disposed of or permanently written-down, in each case with
respect to investors not designated as “affiliated partners”; provided that investments in a portfolio
company will be treated as having been disposed of or permanently written down only to the extent
that, as of the date of any such disposition or write-down, the aggregate fair market value of all
remaining AHF I investments in such portfolio company is less than AHF I aggregate investment
contributions made with respect to such portfolio company. The General Partner may elect to waive
a portion of the Management Fee in exchange for a reduction in the General Partner’s cash capital
contribution obligation and/or a corresponding interest in AHF I profits. The Management Fee will be
payable until the final distribution of AHF I’s assets or until the Adviser’s relationship with AHF I is
terminated for other reasons (as described in AHF I’s Partnership Agreement). Installments of the
Management Fee payable for any period other than a full six-month period are adjusted on pro rata
basis according to the actual number of days in such period.

          The Management Fee will be reduced by an amount equal to 80.0% of the Transaction
Fees attributable to AHF I investors not designated as “affiliated partners” by the General Partner.
Transaction Fees include any: (i) directors’ fees, financial consulting fees or advisory fees paid to
the General Partner with respect to any AHF I investment; (ii) transaction fees paid to the General
Partner with respect to any AHF I investment; and (iii) break-up fees with respect to AHF I
transactions not completed that are paid to the General Partner, in each case net of certain
expenses (including those described below) as set forth AHF I’s Partnership Agreement; but not
including, in any event, any amount received by the General Partner or other person from a portfolio
company (A) as reimbursement for expenses directly related to such portfolio company, (B) as
payment for services provided to any portfolio company in the ordinary course of such portfolio
company’s business or (C) as compensation for services provided by the General Partner or other
person as an employee of or in a similar capacity for such portfolio company. In the event that the
amount of the Management Fee reduction referred to above exceeds the Management Fee any
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Item 7. TYPES OF CLIENTS

        The Adviser provides investment advice to the Funds. The Funds may include investment
partnerships or other investment entities formed under domestic or foreign laws and operated as
exempt investment pools under the Investment Company Act of 1940, as amended. The investors
participating in the Funds may include individuals, banks or thrift institutions, other investment
entities, university endowments, sovereign wealth funds, family offices, pension and profit-sharing
plans, trusts, estates or charitable organizations or other corporations or business entities and may
include, directly or indirectly, principals or other employees of the Adviser and its affiliates and
members of their families, Senior Advisors or other service providers retained by the Adviser.

         The Funds may include alternative investment vehicles established from time to time in
order to permit one or more investors to participate in one or more particular investment
opportunities in a manner desirable for tax, regulatory or other reasons. Alternative investment
vehicle sponsors generally have limited discretion to invest the assets of these vehicles independent
of limitations or other procedures set forth in the organizational documents of such vehicles and
the related Fund.

       Future Funds generally are expected to have a minimum capital commitment amount of
$5,000,000 for third-party investors. Such minimum capital commitment amount may be waived by
the Adviser.