Agellus Capital LLC

ITEM 5 – FEES AND COMPENSATION

Fund Management Fees

As more fully described in the Fund Governing Documents of Fund I, a management fee (“Management
Fee”) will be payable semi-annually in advance by Fund I to the Manager in respect of each Limited Partner
in an amount equal to 2.0% per annum of the commitment of each Limited Partner from the date of the
initial closing of Fund I until the earlier of (a) the expiration or termination of the investment period of
Fund I and (b) the date on which management fees become payable to the Manager or any of its affiliates
in respect of any successor fund. Thereafter, until the tenth anniversary of the final permitted closing date
of Fund I, and during any suspension of Fund I’s investment period due to a certain “key person event”, the
Management Fee will be 2.0% per annum of the capital contributions of such Limited Partner and such
Limited Partner’s share of any borrowings, in each case, funded in respect of Portfolio Investments and any
bridge financings that have not been the subject of a disposition or completely written down to zero pursuant
to U.S. generally accepted accounting principles (a Limited Partner’s “Funded Commitment”). After the
tenth anniversary of the final permitted closing date of Fund I, (i) if, as of the applicable Management Fee
payment date, aggregate commitments to a successor fund are equal to or greater than 75% of aggregate
Fund commitments, the Management Fee in respect of each Limited Partner will be an amount not more
than 2.0% per annum of such Limited Partner’s funded commitment, as approved by the Fund’s Limited
Partner Advisory Committee (“LP Advisory Committee”) and (ii) if, as of the applicable Management Fee
payment date, aggregate commitments to each then-existing successor fund are less than 75% of aggregate
Fund I commitments, the Management Fee in respect of each Limited Partner will be 2.0% per annum of
such Limited Partner’s funded commitment to Fund I; provided that, if the Fund’s investment period is
suspended as a result of a key person event and is subsequently reinstated, the Management Fee for the
period of such suspension shall be calculated retroactively in accordance with the first sentence of this
paragraph (i.e., 2.0% per annum of the commitment of such Limited Partner). The Management Fee will
be payable not earlier than each January 15 and July 15 for the respective semi-annual periods beginning
January 1 and July 1 of each year and may be paid from capital called from the Limited Partners or from
amounts otherwise available for distribution. The Management Fee will be subject to reduction as set forth
in the PPM and other Fund Governing Documents of Fund I.

Consistent with the relevant Fund Governing Documents or agreements with specific Limited Partners, the
Manager may elect to reduce or waive fees for certain Limited Partners. For example, Management Fees
are generally waived for Agellus employees, affiliates, and their families investing in a Fund. Investors in
the Co-Invest Funds do not pay a Management Fee.

Similar investment advisory services may be available from other investment advisers for higher, similar,
or lower fees.

Carried Interest

In addition to the Management Fee, Fund I (and indirectly, Investors in Fund I) is required to allocate to
the General Partner certain Carried Interest. Distributions that the General Partner receives pursuant to
specific clauses outlined in the relevant Fund Governing Documents are referred to as “Carried Interest
Distributions.” Investors and prospective Investors should refer to Fund Governing Documents for a
detailed description of the Carried Interest and other distribution provisions. The Co-Invest Funds do not
pay performance-based compensation (“Carried Interest”).

If applicable, management fees, performance-based compensation, and/or any other compensation payable
to the Manager are generally negotiated with the Funds, or their underlying investors and may depend on,
among other factors, the amount of capital committed to the Funds.

Portfolio Company Compensation

Agellus or its affiliates are permitted to, and likely will, receive compensation from certain Portfolio
Companies in connection with services provided to these companies in the ordinary course of business,
such as topping, break-up, monitoring, directors’, organizational, set-up and other similar fees. A Fund’s
allocable share of such fees and other compensation will first be used to pay unreimbursed related expenses,
and, thereafter, Agellus generally will apply the balance of each Fund’s allocable share of such fees and
other compensation to reduce Management Fees consistent with Fund Governing Documents, where
applicable. Any amounts in excess of the relevant Fund’s allocable share of such fees and other
compensation will not reduce Management Fees and will be retained by Agellus.

Other Fees

The Manager and its affiliates are permitted to, and likely will, receive transaction, consulting, advisory
and other similar fees associated with Portfolio Investments or proposed Portfolio Investments or
commitments made by the Funds. The Manager and its affiliates are also permitted to receive fees in
connection with transactions that are not completed (i.e., break-up fees). In addition, the Managing Partners,
the Manager, its employees, and affiliates expect to receive director’s fees in connection with Portfolio
Investments. A Fund’s allocable share of such fees and other compensation will first be used to pay
unreimbursed related expenses, and, thereafter, Agellus generally will apply the balance of each Fund’s
allocable share of such fees and other compensation to reduce Fund Management Fees, if applicable,
consistent with Fund Governing Documents. Any amounts in excess of the relevant Fund’s allocable share
of such fees and other compensation will not reduce Fund Management Fees and will be retained by
Agellus.

Operating Partners
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ITEM 7 – TYPES OF CLIENTS

As noted in Item 4 – Advisory Business, Agellus will provide discretionary investment advisory services to
the Funds, pooled investment vehicles operating as private investment funds exempt from registration under
the Investment Company Act. The Investors participating in the Funds are expected to 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 from time to time include, directly or indirectly, principals or other
employees of the Manager and its affiliates and members of their families, Operating Partners or other
service providers retained by the Manager, as well as executives of portfolio companies. Investors in the
Funds must meet the eligibility provisions outlined in Item 4 above. Investment in the Funds is generally
subject to a minimum initial investment of $5,000,000 per Investor, subject to increase, decrease or waiver
at the discretion of Agellus and the General Partner of the Funds.