Andros Capital Partners LLC

Item 5: Fees and Compensation

This section provides a general description of the fees, compensation, and expenses that the Funds are
generally responsible for paying. Each Fund’s Governing Documents describe such fees,
compensation and expenses in much greater detail. Investors in the Funds should refer to each Fund’s
Governing documents for an accurate description of the Fund’s fees, compensation, and expenses.

In consideration of Andros Capital’s investment advisory and other services, Andros Capital typically
receives a management fee from each of the Funds, which is generally equal to a percentage of the
total invested capital out of such Fund. The fee percentage and/or the base upon which the fee is
calculated may vary with the size of the Fund and may also vary over the life of the Fund, as negotiated,
and determined at the time the Fund is established and as set forth in its Governing Documents. The
percentage of the management fee ranges between 1 and 1.5%.

In addition, affiliates of Andros Capital, as general partners of the Funds, typically receive certain
allocations and distributions calculated and charged based on a share of capital gains on or capital
appreciation of the assets of such Fund, as negotiated and determined at the time such Fund is
established and as set forth in the relevant Governing Documents. These allocations and distributions
are commonly known as “carried interest.” Andros Capital’s carried interest currently ranges from
10-20%. Andros Capital’s affiliates generally do not receive carried interest until all investors have
received aggregate distributions equal to the sum of their capital contributions to the Fund.

Management fees and carried interest distributions generally are not negotiable. However, Andros
Capital has discretion to reduce or waive management fees and/or carried interest distributions.
Andros Capital’s affiliates generally are subject to the management fee and carried interest
distributions. However, Andros Capital anticipates using its discretion to waive the management fee
and carried interest distributions for Andros Capital’s affiliates in certain instances in the future.

Management fees are typically funded with capital contributions drawn for such purpose but may also
be funded with or withheld from proceeds from investments. Carried interest distributions generally
will be distributed to Andros Capital’s affiliates from time to time upon the disposition of investments
by a Fund and are distributed to such affiliate in accordance with the terms of the applicable Governing
Document.

Andros Capital may, from time to time, enter into financial advisory agreements, monitoring
agreements and similar agreements with any of portfolio companies and any other company in which
Andros Capital or its affiliates are actively considering an investment by the Funds, and any other
fees and breakup fees earned by Andros Capital and its affiliates may be paid directly to Andros
Capital or its affiliates. Unless it is specifically provided otherwise in the applicable Governing
Documents, the management fee is reduced by one hundred percent (100%) of any net transaction,
break-up, consulting or directors’ fees received by Andros Capital or its members from any portfolio
company of the Fund.

Andros Capital and its affiliates generally pay all of their own operating and overhead costs and
expenses, including salaries, benefits and rent. In addition to any management fees payable to Andros
Capital, a Fund will incur certain charges imposed by third parties and other expenses. Such expenses
may include (but are not limited to): 1) all reasonable out-of-pocket costs and expenses (to the extent
not reimbursed by a portfolio company) incurred in sourcing, pursuing, investigating, diligencing,

analyzing, developing, negotiating, structuring, making, acquiring, holding, monitoring and disposing
of portfolio investments, including in connection with any default, bankruptcy, restructuring
(including enforcing rights or amending terms) or refinancing of such portfolio investments (e.g.,
structuring and commitment fees and expense reimbursement to financing sources or potential
financing sources), legal, accounting, management and consulting fees and expenses, regulatory filing
fees and expenses and other investment costs incurred by or on behalf of the Funds, and
termination fees in connection therewith, including the foregoing expenses related to prospective
portfolio investments or potential dispositions that are not consummated, including, but not limited
to, any rating agency expenses, due diligence costs, commissions, brokerage fees, financing, legal,
accounting, advisory, research (including expenses of software used for the monitoring of portfolio
investments), appraisal, valuation and consulting fees and expenses incurred in connection therewith
(for the avoidance of doubt, the foregoing to include, without limitation, travel, legal, tax, accounting,
appraisal, and any rating agency costs to the extent not paid directly by the Funds); 2) all reasonable
out-of-pocket costs and expenses (to the extent not reimbursed by a portfolio company) incurred in
connection with administering, monitoring and management of portfolio investments, including
financing, legal, accounting, management and consulting fees and expenses, and recordkeeping and
other related administrative fees and expenses; 3) all reasonable and customary administrative fees
and expenses of the Funds incurred in the ordinary course, including the cost of the preparation of the
annual audit, quarterly and annual reports, financial and tax returns and tax reports required for limited
partners or the Funds, financing expenses, cash management expenses, advisory and consulting fees
and expenses, and routine legal and accounting fees and expenses, and including costs and expenses
relating to filings with the SEC (including, without limitation Form PF and Form D) or other
...

Item 7: Types of Clients

Currently, Andros Capital provides investment advisory services to private equity funds. In the future,
Andros Capital may sponsor additional pooled investments and co- investment vehicles. The Funds
rely on certain exceptions from the definition of “investment company” in the Investment Company
Act of 1940, as amended (the “1940 Act”); accordingly, none of Andros Capital’s Funds are registered
as an investment company under the 1940 Act.

Andros Capital determines in its sole discretion any requirements for entering into an investment
advisory contract with a fund, including whether a fund is large enough to implement its desired
investment program.

Typically, Andros Capital’s Funds require minimum investment amounts of $10 million, but such
amounts will be reduced with the prior agreement of Andros Capital, subject to applicable legal
requirements.

Fund interests are 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 clients” as defined
under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) or other “knowledgeable
employees” of Andros Capital.