Allies Capital Management LLC

Item 5         Fees and Compensation
Management Fees

ACM and the General Partners of the Funds generally receive management fees and “carried
interest” allocations, as described in Item 6 below, respectively, in connection with the investment
management and other services the Firm and the General Partners provide to the Funds. Such fees
and carried interest allocations paid by a Fund are indirectly borne by investors in such Fund.

Clients will pay ACM investment management fees in accordance with their investment
management agreements. These fees can include fixed fees for investment management services.

The Funds generally pay annual management fees based upon aggregate commitments during the
commitment period (i.e., period of time during which the applicable General Partner may draw upon
the limited partners’ capital commitments to make new investments pursuant to (and in accordance
with the terms and conditions set forth in the Fund Documents)) of the relevant Fund, and, following
the commitment period, based upon funded commitments with respect to investments that have not
been the subject of a disposition.

The precise amount of, and the manner and calculation of, the management fees for each Fund are
established by ACM, as modified by negotiations with limited partners in the applicable Fund, and
are set forth in such Fund’s Fund Documents received by each limited partner prior to investment
in such Fund. ACM may irrevocably elect to waive all or any portion of the management fee
payable with respect to one or more limited partners. The management fees and other fees and
distributions described herein are generally subject to waiver or reduction by ACM or the
applicable General Partner, in their sole discretion, both voluntarily and on a negotiated basis with
selected investors. The fee structures described above may be modified from time to time. Fees
may differ from one Fund to another, as well as among limited partners in the same Fund.
To the extent provided in the Fund Documents of the Funds, ACM will pay out of management
fees its own operating expenses incurred in connection with the management of the Funds (which,

for the avoidance of doubt, exclude those expenses borne directly by the Funds as described
below). Additionally, ACM will bear full economic responsibility for “excess organizational
expenses” in respect of a Fund as set forth in the applicable Fund Documents and for any placement
fees through an offset against management fees.

Expenses

Each Fund will bear all legal and other expenses incurred in the formation of such Fund and the
relevant General Partner, up to an agreed maximum amount, and subject to the terms set forth in the
relevant Fund Documents. To the extent provided in the applicable Fund Documents, ACM will pay
all of its own ordinary administrative and overhead expenses in managing Fund investments,
including salaries, benefits and rent.

Each Fund will typically pay all costs and expenses relating to its operations. The operating
expenses for each Fund are set forth in the Fund Documents, but generally include, but are not
limited to, the following: (a) the management fee; (b) expenses incurred in connection with the
identification, structuring, negotiation, making, sourcing (including any retainers, success fees,
finder’s fees and other compensation paid to investment banks, consultants, finders and similar
persons), researching, holding, monitoring, development, ownership, operation, management,
financing, sale, restructuring, proposed sale or restructuring, other disposition or valuation of
portfolio investments and temporary investments (including bridge financings) or investments and
temporary investments considered for the Fund (including due diligence in connection therewith),
including, but not limited to, legal, accounting, audit, consulting, appraisal, travel, lodging,
transportation, meals, entertainment, hedging and other expenses, the attendance at conferences in
connection with the evaluation of potential portfolio investments or specific sectors or industries
solely to the extent that such conferences are in furtherance of Fund business, and expenses for
business development and entertainment directly related to the development and management of
portfolio investments and any prospective portfolio investments, in each case, to the extent that such
fees and expenses are not reimbursed by a portfolio company or other third party; (c) premiums for
D&O insurance and other insurance protecting the Fund and any “indemnified party” from
liabilities; (d) legal, trustee, paying agent, record-keeping, auditing and accounting fees and
expenses; (e) expenses related to the administration of the Fund or its subsidiaries, including, but
not limited to, fees, expenses and costs of a third party administrator, fees, expenses and costs
incurred in connection with the preparation and circulation of drawdown notices and distribution
notices (including, without limitation, fees, expenses and costs of service providers), the
maintenance of the Fund’s books of account and the preparation of audited or unaudited financial
statements required to implement the provisions of the Fund’s partnership agreement or by any
governmental authority with jurisdiction over the Fund (including those of independent auditors,
accountants and counsel, those of preparing and circulating the reports called for by the Fund’s
partnership agreement (including, without limitation, Schedules K-1 or other similar schedules),
and any fees or imposts of a governmental authority imposed in connection with such books and
records and statements) and other routine administrative fees, costs and expenses, including, but not
limited to, those relating to the preparation of tax returns, cash management expenses and insurance
and legal expenses and other reports to Partners; (f) auditing, investment banking, accounting,
...

Item 7         Types of Clients
ACM provides discretionary investment management services to the Funds and certain other
advisory clients (institutions and businesses). The eligibility and suitability requirements for
investors in the Funds are described in the Fund Documents. The Funds generally only admit
sophisticated investors that are “accredited investors,” as defined in Rule 501(a) of Regulation D
under the Securities Act, and “qualified purchasers” (or “knowledgeable employees”), as defined in
the 1940 Act and the rules thereunder.

ACM and the applicable General Partner, on behalf of a Fund, are expected from time to time to
enter into agreements (“Side Letters”) with limited partners which provide such limited partners
with additional or different rights than such limited partners have pursuant to the Fund offering
documents. As a result of such Side Letters, certain limited partners will receive additional rights
(which may include expanded informational rights or preferential economic terms) which other
limited partners will not receive. ACM and the General Partner will not be required to notify all
limited partners of any such Side Letters or any of the rights or terms or provisions thereof, and will
not be required to offer such additional or different rights or terms to all limited partners.