Ash Investment Partners LLC

Item 5        FEES AND COMPENSATION

Below is a general description of how ASH is compensated in connection with providing advisory
services to the Funds. The Governing Documents describe fees, compensation, and expenses
charged to the Funds in greater detail. Differences may exist between Funds, and certain Funds
may not charge certain fees, compensation, or expenses that other Funds charge, so investors and
prospective investors should obtain and carefully read the applicable Governing Documents for
any Fund or Funds for which the Adviser provides investment advisory services.

ASH receives management fees from the Funds, and the General Partners are entitled to receive
carried interest based on the performance of the Funds. ASH or its affiliates may receive additional
compensation in connection with various advisory, monitoring, business, management, and/or
consulting services it performs for portfolio companies of the Funds (“Portfolio Fees”), including,
without limitation, service on advisory boards, and in certain circumstances, such additional
compensation may offset in whole or in part the management fees otherwise payable to ASH to
the extent provided by the relevant Governing Documents. In addition, in certain circumstances,
ASH or its affiliates may receive compensation (including, without limitation, management fees
and carried interest) for management and other services performed in connection with co-
investments made in portfolio companies of the Funds. Investors in each Fund also bear certain
fund expenses.

Management Fees

The Funds generally will pay ASH an annual management fee equal to a percentage of total capital
commitments to such Fund. The fee percentage and/or the base upon which the management 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 the relevant
Governing Documents. The management fee generally starts at 2.0% per annum of the total
commitments of the limited partners and then may be reduced upon the occurrence of certain
events, as defined in the respective Governing Documents (the “Stepdown Date”). Limited
partners participating in a closing after a Fund’s initial closing date bear the management fee from
the initial effective or activation date, generally in addition to an interest component payable to
the Fund.

The management fee with respect to the Funds will commence as of the effective or activation
date of such Funds based on aggregate commitments, regardless of when a limited partner is
admitted. As determined by the General Partners, management fees may be paid either from
drawdowns of the limited partners’ unfunded capital commitments or deductions from income
and disposition proceeds.

Fund v2’s management fees are based on the size of each limited partner’s capital commitments
to the Fund in an amount equal to: (i) 2.0% per annum of committed capital for limited partners
with committed capital of less than $10 million; (ii) 1.5% per annum of committed capital for
limited partners with committed capital of at least $10 million and less than $20 million; or (iii)
1.0% per annum of committed capital for limited partners with committed capital of at least $20
million. Fund v2 does not have a Stepdown Date, so limited partners are charged an annual
management fee based on the size of their capital commitments over the eight-year period defined
in the Fund v2 Governing Documents.

As is generally the case in private equity funds, the Governing Documents often provide that a
Fund’s management fees will be calculated and charged on a basis that generally is not tied to the
Fund’s then-current net asset value. As specified in the Governing Documents, from the effective
date of the relevant Fund until the Stepdown Date, where applicable, management fees generally
will be charged based on a formula tied to the amount of the relevant Fund’s aggregate
commitments. Further, after the Stepdown Date, where applicable, management fees generally will
be charged and calculated based on a formula tied to the amount of investment contributions made
by the relevant Fund relating to the Fund’s aggregate investment(s) in its portfolio companies that
have not been realized.

Notwithstanding the foregoing, a General Partner may reduce or waive management fees with
respect to a Fund for a limited partner in its discretion. Further, as may be permitted under certain
of the Funds’ Governing Documents, the applicable General Partner may waive the management
fee, and any such waived portion of the management fee may be treated by the Governing
Documents as a deemed capital contribution by the relevant General Partner, which is effectively
invested in the relevant Fund on such General Partner’s behalf, and operates to reduce the amount
of capital the General Partner would otherwise be required to contribute to the Fund. In such
instances, the limited partners of such Funds would be required to make a pro rata contribution
according to their respective capital commitments to fund any contribution that would otherwise
be required of the General Partner in connection with any such reduction as described above.

As may be permitted under certain of the Funds’ Governing Documents, a Fund’s management
fees may be offset by a specified percentage of such Fund’s share of Portfolio Fees paid by a
portfolio company to ASH, the relevant General Partner, or their affiliates, up to an amount or
percentage specified in the relevant Governing Documents. For any such Fund, ASH or an affiliate
will be permitted to retain the remaining portion of such Portfolio Fees not offset against the
management fee.

The Governing Documents set forth the full list of terms under which the management fees will
be reduced, offset or otherwise be limited, and consequently investors and prospective investors
...

Item 7        TYPES OF CLIENTS

ASH provides investment advisory services solely to its Fund clients, and references throughout
this Brochure to “clients” and to ASH’s related duties to and practices on behalf of its clients and/or
investors should be construed accordingly. Investment advice is provided directly to the Funds,
and not individually to the limited partners in the Funds. The investors in the Funds may include
high net worth individuals, banks, thrift institutions, other investment entities, pension and profit-
sharing plans, funds of funds, trusts, estates, charitable organizations and other business entities as
well as, directly or indirectly, the Principals or other personnel of ASH and its affiliates, and
members of their families or other service providers retained by ASH or the Funds, as well as
executives of portfolio companies.

Generally, the minimum investment requirement for the Funds is $1,000,000-$2,000,000.
However, the General Partner may, in its sole discretion, permit investments that are less than the
required minimum investment commitment. Investors in the Funds must meet certain suitability
and net worth qualifications prior to being admitted as limited partners in the Funds. In this regard,
investors must generally qualify as “accredited investors” (as defined in Rule 501 of Regulation D
under the 1933 Act) and “qualified clients” (as defined in Rule 205-3 under the Investment
Advisers Act) to be eligible to invest in the Funds.

The relevant General Partner also generally is permitted from time to time to establish Funds that
are alternative investment vehicles in order to permit certain or all investors to participate in one
or more particular investment opportunities in a manner desirable for legal, tax, regulatory,
accounting, or other similar considerations. Alternative investment vehicle sponsors generally
have limited discretion to invest the assets of those vehicles independent of limitations or other
procedures set forth in the organizational documents of such vehicles and the Governing
Documents of the related Fund.