Astara Capital Partners LP

ITEM 5 – FEES AND COMPENSATION

Advisory Contracts and Fees

5.A. Adviser Compensation

ACP’s fees are described generally below and detailed in the operating agreements for the Astara Funds
and other related agreements with investors in the Astara Funds and other parties.

Management Fees. Each of the Astara Funds pays ACP a quarterly management fee in advance, except
that we may manage one or more “parallel” or “co-invest” funds or similar vehicles that do not bear
management fees, or bear fees at reduced rates.

Management fees are generally calculated separately in respect of each limited partner in each Astara
Fund. Investors should review the Fund operating agreements for full details as to how management fees
are calculated, but generally, the management fee payable with respect to each limited partner in each of
our Funds is:

•   During the “investment period” for the applicable Astara Fund, a percentage of the limited partner’s
    capital commitment to the Fund, and

•   Thereafter, a percentage of the limited partner’s invested capital in the Fund.

The management fee percentage may vary from one Fund to the next, or at different times over the term
of a Fund, but is generally 2.0% per annum or less. Management fees paid by the Astara Funds are offset
by a portion of certain fees paid to Astara Capital with respect to investments made or proposed to be
made by the relevant Astara Fund.

We use the management fees we earn from the Astara Funds to pay certain administrative costs and
expenses attributable to the operation of the Firm and the Astara Funds, such as rent, utilities, office
supplies, office equipment, advertising, certain travel and entertainment expenses, and employee
compensation.

Performance Based Compensation. The partnership agreements for the Astara Funds do not provide for
the payment of performance-based fees directly to ACP, but each operating agreement does provide for
the payment of performance-based compensation to the applicable Astara Fund’s general partner, and
each Astara Fund’s general partner is an affiliate of ACP. This performance-based compensation, or
“carried interest,” is discussed further in Item 6 below. Although each of the Astara Funds currently
bears a “carried interest,” we may manage one or more “parallel” or “co-invest” funds or similar vehicles
that do not bear carried interest, or bear carried interest at reduced rates.

Other Advisory Fee Arrangements. ACP reserves the right, in its sole discretion, to negotiate and to charge
different fees to certain investors based on the amount of committed capital and the ability of an investor
to identify investment opportunities and other factors unique to an investor’s particular circumstances.

5.B. Direct Billing of Advisory Fees

We bill each Astara Fund for the management fees it owes quarterly in advance, and we cause each
Astara Fund to pay these fees by issuing capital calls to such Fund’s investors or by using cash otherwise
available to the Fund, usually from investment realizations/distributions. The only circumstance under
which we would return prepaid management fees to a Fund is upon the removal of the Fund’s general
partner and the termination of our engagement as investment adviser, in which case we would return the
unearned portion of the prepaid management fee to the Fund.

5.C. Other Non-Advisory Fees

ACP may receive management, transaction-related services, break-up, monitoring, directors’, or other
similar fees from the Astara Funds’ portfolio companies or in relation to prospective investments by the
Funds. In the case of investments or prospective investments made or to be made by any Astara Fund that
bears management fees, all or a portion of any such other fees offsets the management fee otherwise payable
by the Fund that holds or was contemplating an investment in the relevant portfolio company. With respect
to investments or prospective investments by any Astara Fund that does not bear management fees, the
Firm is generally entitled to retain any such other fees earned which are in excess of certain expenses paid
by ACP on behalf of such Astara Fund.

Information about the management, transaction-related services, break-up, monitoring, directors’, or other
similar fees are outlined in the respective governance documents for the Astara Funds or portfolio company
investment.

5.D. Advance Prepayment of Fees

The Astara Funds pay management fees to ACP quarterly in advance.

5.E. Compensation for Sale of Securities

Neither ACP nor any of its personnel accept compensation for the sale of securities or other investment
products.

ITEM 7 – TYPES OF CLIENTS

ACP provides investment advice to private pooled investment vehicles. We provide investment advice
directly to the Astara Funds, and not individually to investors in the Funds.

Interests in the Astara Funds are offered privately to institutional or otherwise highly sophisticated
investors pursuant to applicable exemptions from registration under federal securities laws.

Although we do not impose minimum dollar values for investor accounts, minimum investment
commitments (waivable by a Fund’s general partner) may be established for investors in Astara Funds
and are described in the operating agreements for such Funds.