AIP Capital Advisors LLC

Item 5         Fees and Compensation
Generally, AIP Advisors will receive a management or advisory fee (“Management Fee”) from the
Funds and one or more affiliates will receive carried interest in connection with advisory services
to the Funds. In addition, AIP Advisors and/or a subadvisor affiliate may be entitled to servicing
and/or administration fees relating to rents or lease payments paid by lessees (or guarantors) of
assets owned by the Funds or serviced by AIP Advisors or such subadvisor affiliate. Additionally,
each Fund bears certain expenses as described below.

The following provides a general description of fees, compensation and expenses for the Funds.
With respect to any particular Fund, while the description below may be generally applicable, fees
and expenses may vary, and Fund investors should review the applicable Governing Documents
for a description of all relevant fees and expenses to be paid by a Fund.
Management Fee

In general, the Advisor receives management fees (calculated and payable either monthly or
quarterly in arrears) as well as certain performance-based and/or asset-based servicing
compensation, all of which are described in detail in the respective Governing Documents.
Management Fees paid by a Fund are generally but not always subject to an offset of some or all
of the servicing fees and other similar compensation (net of expenses) received by the Advisor or
its affiliates relating to a Fund’s investment portfolio. In addition, co-investors or other parties may
share a portion of certain fees from a particular investment, and the above-described Management
Fee offset would then be applied after excluding any amounts paid to such persons.

 The Management Fee is established by the Governing Documents and is generally based on a
percentage per annum of committed capital or net invested capital. In certain cases, the
Management Fee may be based on a percentage of the gross purchase price of certain assets and/or
certain rents paid (or deemed paid) by each lessee or its guarantor, in each case subject to certain

adjustments. Additional details regarding the Management Fee can be found in the applicable
Governing Documents.

AIP Advisors may reduce or waive the Management Fee for certain Limited Partners, including
employees of AIP and their family members, A-CAP and affiliates, among others.

Carried Interest

Affiliates of AIP Advisors, known as special limited partners (“Special Limited Partners”) or the
General Partners, will be entitled receive carried interest with respect to the Funds as a percentage
of net profits subject to the terms of each Fund’s Governing Documents. Additional details
regarding the carried interest can be found in the applicable Fund Governing Documents. A
description of carried interest is included in Item 6.

AIP Advisors may reduce or waive the carried interest for certain Limited Partners, including
employees of AIP and their family members, A-CAP and affiliates, among others.

Servicing and Other Fees

AIP Advisors or its affiliates will receive servicing fees, facility management fees, loan or
transaction origination fees, structuring fees and/ or other similar fees (collectively referred to as
“servicing fees”) through the Funds or similar vehicles, loan facilities, trust structures, joint
ventures and other investment structures. AIP Advisors may receive fees and compensation, either
directly or indirectly for structuring, arrangement, origination, placement, syndication and other
similar services provided in respect of a portfolio investment or portion thereof. The Advisor may
also receive servicing fees through co-investments or other structures or loan offerings with respect
to assets, investments or debt that is not owned by a Fund, or for activities that are not on behalf
of a Fund. Certain of these fees may be asset-based fees, based on collections of lease payments,
rent, principal and interest or based on certain performance criteria (as described below) and such
fees may be paid upfront, over time and/or upon sale of an asset or investment. Some or all of
such servicing fees may be offset against the Management Fee.

Expenses

Each Fund will pay (or reimburse the General Partner or AIP Advisors if they have paid) the
Fund’s operating and other expenses, including, without limitation, the type of expenses set forth
in “Fund Expenses” below.

Organizational Expenses:

Each Fund will pay or otherwise reimburse AIP Advisors or General Partners for all legal,
accounting, filing, travel (including, business or first-class commercial airfare), lodging, meals,
accounting, tax, consulting, printing, capital raising, regulatory, compliance, administrative or
other filings, and other organizational expenses incurred in connection with organizing and
establishing the Funds and their affiliated entities and the marketing and offering of interests in the
Funds. The Management Fee will be reduced to the extent organizational expenses exceed an
amount predetermined in each Fund’s Governing Documents.

Fund Expenses:

Each Fund will bear all costs, expenses, fees, liabilities, and obligations relating to its activities,
actual and potential investments and business, including but not limited to:

    •   All cost relating or attributable to the Funds’ investments whether or not consummated;

    •   all legal, accounting, research, auditing, client relations management, valuation, consulting
        or other similar services and other costs of the Funds related thereto; costs charged or
        specifically attributed or allocated by the General Partners or their respective affiliates to
        provide        technical      consulting       and/or       other    expert       consulting;

    •   activities or proceedings of the Funds’ board of advisors, as well as travel (including business
        or first-class commercial airfare) and lodging costs incurred by representatives of the
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Item 7         Types of Clients
AIP Advisors’ clients consist of the Funds and similar investment structures which are private
investment vehicles. Each Fund establishes investment requirements as detailed in each Fund’s
respective Governing Documents. The investors participating in the Funds may include high net-
worth individuals, banks or thrift institutions, sovereign wealth funds, pension and profit-sharing
plans, trusts, estates, charitable organizations or other corporations or business entities and also
may include, directly or indirectly, past or current service providers, principals or other employees
of AIP. Clients may also be insurance companies or other institutional investors.

Limited Partners in the Funds are generally required to make minimum initial investments. The
Funds’ General Partners may waive the minimum initial investment amount at its discretion.

Any interests in the Funds will be offered and sold generally to investors that are (i) “accredited
investors” as defined under Regulation D of the Securities Act of 1933, as amended and (ii)
“qualified purchasers” as defined in Section 2(a)(51)(A) of the Investment Company Act, or other
“knowledgeable employees” of AIP Advisors and its affiliates.

The General Partners or Adviser, without notice to or consent from existing or prospective Limited
Partners in the Funds, may enter into side letters or similar separate agreements with one or more
Limited Partners that alter the terms and conditions described in the Governing Documents.