Atlantic Street Capital Management LLC

Item 5. Fees and Compensation

Description of Compensation.

Atlantic Street charges investment advisory fees (“Management Fees”) to the ASC Funds in
consideration for its investment advisory services. Management Fees are typically payable
quarterly in advance. Management Fees are based on capital committed to the particular ASC Fund
during its investment period. Subsequent to the investment period, the Management Fee is based
on the invested capital within the particular ASC Fund. The amount of and the terms applicable
to Management Fees may vary by ASC Fund and are set forth in the governing documents of each
ASC Fund. Management Fees paid by the ASC Funds are indirectly borne by the investors in the
ASC Funds.

In addition, as described in Item 6 - Performance-Based Fees and Side-by-Side Management,
Atlantic Street or its affiliates has the potential to earn performance-based compensation from the
ASC Funds in the form of a carried interest in profits.

Further, pursuant to the governing documents of each ASC Fund, the applicable general partner,
in its discretion, may elect to offer one or more of the limited partners of the private fund client the
opportunity to co-invest alongside the private fund client with respect to a particular investment.
Management Fees and/or carried interest that may be received by ASC or its affiliates in
connection with co-investment opportunities will be determined on a deal-by-deal basis.

As is generally the case in private equity funds, the governing documents 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 further specified in the governing documents, from the effective date
of the relevant Fund until the stepdown date, 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, Management Fees generally will be charged and calculated based on the amount of investment
contributions to portfolio companies including, where applicable, capitalized fees or expenses,
including expenses of operating partners to extent they have been funded by investment contributions.

Payment of Fees.

Management Fees, if any, are paid quarterly in advance by the ASC Funds. The ASC Funds draw
capital from their limited partners in order to pay the Atlantic Street Management Fees. This capital
reduces their limited partners’ unfunded capital. Prior to each payment of management fees, each
limited partner in the ASC Fund is sent a capital draw down notice that shows the limited partner’s
share of the Management Fee. Once the limited partner pays the amount stated in the capital draw
down notice, the ASC Fund’s general partner authorizes and makes payment of the Management
Fee, if any, to Atlantic Street. The calculation of the Management Fee payable is disclosed to the
limited partners in the ASC Fund’s financial statements.

Other Fees and Expenses.
Atlantic Street could receive fees directly from potential ASC Fund investments, including
advisory and monitoring fees that are related to ASC Fund investments. For example, monitoring
fees paid pursuant to a consulting agreement between a portfolio company and Atlantic Street are
compensation for ongoing advisory services provided to the portfolio company in which an ASC
Fund has invested.

Management Fees may be reduced by an amount equal to the aggregate amount of all placement
fees and organizational expenses in excess of a specified amount that are paid by the particular
ASC Fund. In addition, the Management Fee during the investment period, shall be reduced by
the amount by which the aggregate Management Fees and any transaction fees received from
portfolio companies during such partnership year exceeds the amount specified in the governing
documents of the particular ASC Fund. Following the investment period, the Management Fee
shall be reduced by an amount equal to eighty percent (80%) of the Transaction Fees following the
investment period in accordance with the documents of the particular ASC Fund.

Each ASC Fund is responsible for paying its own costs, expenses and liabilities that are incurred
or arise out of the business and operations of the particular ASC Fund. Such costs, expenses and
liabilities include but are not limited to reasonable fees and expenses relating to the evaluation,
acquisition, holding and disposition of any investment or potential transaction, insurance,

custody, legal, accounting, auditing, consulting, valuation, appraisal, technology, litigation and
indemnification costs; taxes, filing and other fees or other governmental charges.

Atlantic Street is responsible for paying its own normal operating overhead, including employee
salaries, rent and other expenses incurred in maintaining all three places of business (“ASC
Overhead”). Atlantic Street will be reimbursed for all expenses paid for or on behalf of the ASC
Funds except for ASC Overhead.

Payment of Fees in Advance.

Atlantic Street receives Management Fee payments quarterly in advance from the ASC Funds. To
the extent that the management agreement is terminated, or the ASC Fund is dissolved, Atlantic
Street will return any unearned fees or unused fee offsets, if any, as required under the terms of the
ASC Fund’s limited partnership agreement.

Outside Compensation for the Sale of Securities to Clients.

Neither ASC nor its employees accept compensation for the sale of securities or other investment
products. However, Atlantic Street may receive fees directly from or related to a portfolio company
investment or potential investment, including advisory or monitoring fees. A portion of such fees
as determined pursuant to the limited partnership agreement of the particular ASC Fund may offset
the Management Fees that would otherwise be payable by the investors of the particular ASC Fund.
...

Item 7. Types of Clients

Atlantic Street provides investment advice and portfolio management services to the ASC Funds.
The ASC Funds are related to Atlantic Street because there is majority common ownership and
control between Atlantic Street and the general partners of the ASC Funds. All of the current ASC
Funds are closed-end investment partnerships that do not accept additional capital after a stated
offering period or offer redemption rights or periodic liquidity to limited partners. Capital
committed by limited partners to the ASC Funds is drawn down and contributed over time to
purchase portfolio investments or pay expenses, including ASC fees. The majority of capital held
by the ASC Funds’ limited partners is attributable to institutional investors, including pension plans
and insurance companies, other pooled investment vehicles and family offices/high net worth
individuals. Atlantic Street does not manage separate advisory accounts for individual or
institutional accounts; however, it may provide co-investment opportunities to limited partners
directly in an ASC portfolio investment. With respect to co-investment opportunities, each
investor makes an independent decision on whether or not to invest. Once the initial investment is
made, the asset is held until sold or otherwise disposed. As such, since the investor does not receive
continuous and regular supervisory or management services, such co-investors are not deemed to
be clients.