AUA Private Equity Partners LLC

ITEM 5 – FEES AND COMPENSATION

Management Fees

As compensation for its advisory services to the Funds, AUA Equity receives a 2% management
fee per annum of the aggregate commitments of the limited partners, payable semi-annually or
quarterly in advance and deducted from each limited partner’s interest in the respective Fund. The
management fee is reduced after the end of the investment period for the applicable Fund to 2%
on unreturned capital contributions in respect of investments that have not been disposed of and,
upon the charging or accruing of management fees by a successor fund, further reduced to 1.75%
on the unreturned capital contributions in respect of investments that have not been disposed of.

After the end of the investment period for an applicable Fund, Investors remain obligated to fund
their commitments, but only for follow-on investments and operating expenses (including
management fees payable on invested capital).

AUA Equity has the discretion to waive management fees for employees and other related or
affiliated persons invested in any client. However, such employees and other related or affiliated
persons are responsible for their pro-rata share of expenses. For future funds, AUA Equity has the
right to offer different management fee rates and structures than those set out above.

Other Fees

The General Partners, AUA Equity and their respective officers or employees are entitled to
receive topping, break-up, monitoring, consultancy, organizational, set-up, advisory, transaction
and other similar fees in connection with the purchase, monitoring or disposition of investments,
or from unconsummated transactions, including warrants, options and other rights, in each case
valued as of the day of grant (“Other Fees”). To the extent such expenses qualify as Fund
expenses, AUA Equity will be reimbursed 100% for such expenses. For any other fees, the General
Partner or AUA Equity will reduce subsequent payments of the management fee. Funds or co-
investment vehicles that do not pay management fees will not receive the benefit of any offset.

Fund Expenses

For Fund I, AUA Equity bears its ordinary day-to-day expenses incidental to the operation of the
clients. In a completed acquisition transaction, the Funds will be responsible for transactional
expenses, including the fees and expenses of its lenders, investors, attorneys, accountants,
consultants and advisors and other costs associated with consummating the transaction, including
out-of-pocket travel expenses. For unconsummated transactions, Funds will be responsible for
broken deal expenses and transactional-related expenses in connection with such broken deals.
AUA Equity charges portfolio companies transaction fees, monitoring fees, break-up fees and
other similar advisory fees, as well as expenses incurred by AUA Equity employees while
conducting business on behalf of a portfolio company.

Each Fund generally bears all costs, fees and expenses incurred in the formation and organization
of the Fund, its General Partner and the marketing and offering interests in the Fund, including but
not limited to, legal, accounting and administrative costs, fees and expenses, travel, lodging and
related costs and expenses, meals, communication and certain entertainment expenses, and filing
costs and fees (collectively, “Organization Expenses”). Any fees or expenses for placement
agents will be borne by the respective Fund, subject to a 100% offset against the applicable Fund’s
Management Fee.

Each Fund generally bears all fees, costs and expenses relating to their respective operations,
including but not limited to, placement agent fees (subject to the offset as further discussed above
and in Item 14), out-of-pocket expenses incurred in connection with maintaining the existence of
the Fund and its General Partners, all fees, costs and expenses associated with the organization or
maintenance and operation of an investment related entity including excess organizational
expenses, out-of-pocket expenses incurred by or on behalf of the General Partner, respectively in
connection with maintaining the existence of the Fund, all fees, costs and expenses related to the
Fund and its investment activities, including those related to sourcing, researching, conducting
diligence, negotiating, acquiring, holding, seeking disposition opportunities, and disposing of
investments and prospective investments, whether or not consummated as applicable, travel
(including the cost of business class travel or any allocable fuel costs for travel by private aircraft,
meals and lodging), communications expenses and expenses incurred for pursuing business
opportunities not consummated including all attorneys and other third-party professional service
provider fees (audit, litigation, D&O and E&O liability insurance, tax returns, K-1 and all tax
matters), fees and expenses incurred related to establishing and drawing on a credit facility, and
all costs incurred in preparation of reports and communications to investors and partners. The
Funds reserve the right to pay all expenses in connection with its unconsummated transactions.

Certain of the Funds’ portfolio companies pay or reimburse expenses to “Value Creation Board
Members” or “Value Creation Executives” who are unrelated third parties for director,
consulting fees, or consulting related services for such Funds’ existing or prospective portfolio
companies. This includes the expenses associated with certain services provided to a single
portfolio company of the Fund that directly engages the services of such Value Creation Executive
Board Member as a board member, consultant or otherwise.

The Management Fees paid by the Funds will be partially or entirely offset by the amount of certain
fees, as discussed in Other Fees above, received by AUA Equity or its affiliates. For certain Funds,
AUA Equity will be entitled to receive topping, break-up, monitoring, consultancy, transaction,
...

ITEM 7 – TYPES OF CLIENTS

AUA Equity’s clients are solely private equity pooled investment vehicles and certain co-
investment pooled investment vehicles. Interests in the Funds may be purchased only by
individuals and entities who are “accredited investors” as defined in Regulation D promulgated
under the Securities Act of 1933 (“1933 Act”) and “qualified purchasers” (as defined in Section
2(a)(51) of the Investment Company Act of 1940, as amended (the “1940 Act”)), or
“knowledgeable employees” of AUA Equity (as defined under the 1940 Act). These may include
other private funds, public and private pension funds, financial institutions, insurance companies,
high net worth individuals and family offices. AUA Equity also requires that each investor that is
a U.S. resident in a Fund that pays us a performance based fee be a “qualified client” (as defined
in Rule 205-3 under the Advisers Act).

Typically, the Funds require minimum investment amounts ranging from $3 million for individual
investors to $5 million for institutional investors, but the investors have the ability to negotiate the
reduction of such amounts with the prior agreement of AUA Equity, subject to applicable legal
requirements.