Agility Equity Partners LLC

Item 5.        Fees and Compensation

The following section outlines the overall framework of the Adviser’s fee and expense structure.
It is important to note that fees and expenses often vary by Fund. Investors should consult the
applicable Fund’s Organizational Documents for specific fees and expenses associated with their
investment.

The Adviser or its affiliates generally receive Management Fees and Carried Fund interest (each as
defined below) or similar performance-based remuneration from a Fund. A Fund, and/or its
portfolio investments may also reimburse the Adviser and its affiliates for certain expenses and/or
make other payments to the Adviser or its affiliates for services provided to the portfolio
investments which, in certain circumstances, reduce the Management Fees payable to the Adviser.
Additionally, consistent with the Organizational Documents of a Fund, a Fund typically bears
certain out-of-pocket expenses incurred by the Adviser in connection with the services provided
to a Fund and/or the portfolio investments. Further details about certain common fees and expenses
are set forth below.

Management Fees

As compensation for investment supervisory services rendered to the Funds, the Adviser receives
from each such Fund an advisory fee (each, a “Management Fee”) typically calculated based on
committed capital or remaining invested capital, with respect to such Fund. Management Fees in
some cases are subject to an annual minimum dollar amount. Management Fees may be reduced
during the life of a Fund. Management Fees paid by a Fund may also be reduced by other fees or
compensation received by the Adviser or its affiliates that relate to such Fund’s activities and
investments, or by certain excess organizational or other expenses borne by such Fund, as
described in more detail below. Management Fees paid by a Fund are indirectly borne by investors
in such Fund.

Management Fees are payable quarterly in advance.

The precise amount of, and the manner and calculation of, the Management Fees for each Fund
are established by the Adviser and are set forth in such Fund’s Management Agreement and/or the
Organizational Documents received by each investor prior to investment in such Fund. The
Management Fees and other fees and distributions described herein 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, which may not be disclosed to other investors in the same
Fund. The fee structures described herein may be modified from time to time. Fees may differ
from one Fund to another, as well as among investors in the same Fund.

Certain investors in the Funds that are employees, affiliates, business associates and other “friends
and family” of the Adviser or its personnel (“Adviser Investors”) will not typically pay

Management Fees in connection with their investment in a Fund. Notwithstanding that Adviser
Investors will generally not pay Management Fees, Adviser Investors will pay for their pro rata
share of certain Fund expenses or the pro rata portion of such Adviser Investors’ expenses will be
allocated to the Adviser or the general partner of the applicable Fund.

The Management Fees paid by a Fund will generally be reduced by a percentage of: (1) the fees
incurred by the Adviser in connection with the organization of such Fund that exceed a limit
specified in such Fund’s Organizational Documents and/or (2) certain Other Fees (as defined
below) received by the Adviser or its affiliates. The amount and manner of such reduction, if any,
is set forth in the Management Agreement and/or Organizational Documents of the applicable
Fund. To the extent a reduction relates to more than one Fund, the Adviser shall allocate the
resulting Management Fee reduction among the applicable Fund(s) in proportion to their interest (or
prospective interest) in the portfolio investment. As some Funds do not pay Management Fees, any
such reduction will not benefit such Funds. Generally, the portion of Other Fees allocable to capital
invested by a Fund, co-investment vehicle or third-party investor that does not pay Management
Fees (or to capital committed by a Fund investor that does not pay Management Fees) will be
retained by the Adviser and such amounts will not offset any Management Fee.

Waiver of Management Fees

The Adviser may, annually in advance, elect to waive all or any portion of the Management Fee it
is entitled to for the upcoming year. To the extent of any reduction in the Management Fee as a
result of such waiver, a corresponding portion of the general partner commitment may be
structured as a profits interest rather than as a capital contribution. The Adviser retains the right to
reduce or waive the Management Fee due from a limited partner investor at its discretion.

Closing Fees

In certain Funds, limited partners pay to the Adviser a closing fee equal to a percentage of each
capital commitment of a limited partner (the "Closing Fee") at the initial closing date with respect
to such capital commitment. Amounts paid by a limited partner with respect to the Closing Fee
shall be treated as a capital contribution.

Underlying Fund Fees

The independent private equity manager of each of the Underlying Funds also receives
management fees and performance-based fees from the applicable Underlying Fund and will
generally receive management fees and performance-based fees with respect to any co-investment.
As a result, in the Fund of Funds structure, the limited partners in a Fund will bear the costs of the
management fees and performance-based fees payable to the independent private equity managers
of the underlying investments, as well as the Management Fees and Performance-Based Fees
payable to the general partner and its affiliate. After paying all fees and taxes on the investment,
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Item 7.   Types of Clients

The Adviser currently provides investment supervisory services to the Funds. Investment advice
is provided directly to the Funds (subject to the direction and control of the general partner of each
such Fund, if applicable) and not individually to investors in such Fund.

Fund interests in the Funds are offered pursuant to applicable exemptions from registration under
the Securities Act and the 1940 Act. Investors in the Funds are generally “qualified purchasers”
as defined in the 1940 Act, and may include, among others, high net worth individuals, banks,
thrift institutions, pension and profit-sharing plans, trusts, estates, charitable organizations,
university endowments, corporations, limited partnerships and limited liability companies or other
entities.

Each Fund’s Organizational Documents specify minimum investment commitments by investors
although the general partner of each Fund may in its sole discretion permit investments below the
minimum amounts.