Audax Management Company LLC

Item 5. Fees and Compensation

The Adviser or its affiliates generally receive Advisory Fees, Carried Interest and, in certain cases,
Administrative Fees (each as defined below) or similar performance-based remuneration from
each Fund. Additionally, consistent with the organizational and operational documents of a Fund,

the Fund typically bears certain out-of-pocket expenses incurred by the Adviser in connection with
the services provided to the Fund and/or the portfolio companies. Details about such fees and
expenses are contained in the organizational and operational documents of a Fund. Further details
about certain common fees and expenses are set forth below.

As compensation for investment advisory services rendered to the Funds, the Adviser receives
from each Fund an advisory fee (each, an “Advisory Fee”). In certain cases, Advisory Fees paid
by a Fund are reduced by other fees or compensation received by the Adviser or its affiliates that
relate to such Fund’s activities and investments (as described below). Advisory Fees paid by a
Fund are indirectly borne by investors in such Fund. Certain Funds, primarily Co-Investment
Vehicles (as defined below), do not pay an Advisory Fee.

Based on a Fund’s applicable Advisory Agreements and/or organizational documents, on a date
specified in the applicable documents (the “Stepdown Date”), the Advisory Fee may decrease and
will thereafter be calculated based on the amount of invested capital, associated with the Fund’s
aggregate investment(s) in portfolio companies that remain unrealized or have not been written-
off (such investments, “Impaired Investments”). Because Advisory Fees are calculated based on
invested capital following the Stepdown Date, the Advisory Agreements and/or organizational
documents do not require any reduction or refund of Advisory Fees following a decrease
(including a significant decrease) in fair value, except with respect to investments that meet the
applicable Impaired Investment standard under the Advisory Agreements and/or organizational
documents. Similarly, if the fair value of an investment exceeds the aggregate investment
contributions for that investment, Advisory Fees payable after the Stepdown Date are not
computed on the appreciated value and instead continue to be determined by the amount of such
investment contributions. As a result, the Advisory Fees generally will not track changes in the
fair value of any individual investment or of a Fund, including after the applicable investment
period, and will not be decreased to reflect or write downs (whether temporary or permanent).

Unless otherwise agreed with a Fund’s investors, Advisory Fees will continue to be payable during
any term extensions.

As compensation for administrative services rendered to certain Funds, the Adviser can (based on
each such Fund’s governing agreements) receive from certain Funds an administrative fee (each,
an “Administrative Fee”). Administrative Fees paid by a Fund are indirectly borne by investors in
such Fund. The precise amount of, and the manner and calculation of, the Administrative Fees for
the applicable Fund is established by the Adviser, as modified by negotiations with the Fund’s
investors, and are set forth in the Fund’s Advisory Agreement, administration agreement, and/or
organizational documents. Except as provided in the applicable Advisory Agreement,
administration agreement, or organizational document, Administrative Fees are generally subject
to waiver or reduction by the Adviser in its sole discretion, whether voluntarily or on a negotiated
basis with selected investors. Administrative Fees may differ from one Fund to another, as well as
among investors in the same Fund. Administrative Fees are deducted from the assets of a Fund, or
may be called as capital from Fund investors, generally on an annual or quarterly basis (in advance
or in arrears).

In addition, the Adviser and its affiliates expect to perform transaction-related, financial advisory,
and other services for, and receive fees from, actual or prospective portfolio companies or other

investment vehicles of the Funds, including fees in connection with structuring investments in such
portfolio companies, as well as mergers, acquisitions, add-on acquisitions, refinancings,
restructurings, public offerings, sales, divestments and similar transactions (“Transaction Fees”).

The Adviser and its affiliates expect to also receive monitoring fees (“Monitoring Fees”) and other
fees, including with respect to portfolio company refinancing, pursuant to services agreements
with portfolio companies of the Funds governing the advice, consultation and other similar
ongoing services provided by the Adviser to such portfolio companies. Agreements made with
portfolio companies may allow for the acceleration of future Monitoring Fees and other fees
payable by a portfolio company at the sale or public offering of such portfolio company and an
agreed upon value of such fees may be paid to the Adviser at such time. Although such fees are
generally prepaid, and may be accelerated and payable for the remainder of the year in which such
agreement was terminated (as though there had been no such termination), such fees may be greater
or less than the amount that is ultimately incurred with respect to services ultimately provided to
such portfolio company. The financial effect of such acceleration would be substantial, particularly
in the event such circumstances occur early in the life of the Fund’s investment.

In addition to Transaction Fees and Monitoring Fees, the Funds expect to receive fees from certain
prospective portfolio companies, including commitment fees, breakup fees, and litigation
proceeds, with respect to transactions not consummated (“Breakup Fees” and together with
Transaction Fees and Monitoring Fees, “Deal Fees”). In certain cases, the Adviser will allocate
...

Item 7. Types of Clients

The Adviser currently provides investment supervisory services to the Funds. Investment advice
is provided directly to the Funds (subject to the direction and control of the General Partner of
each Fund, if applicable) and not individually to investors in the Funds.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the 1940 Act. Investors in the Funds are generally “qualified purchasers” as
defined in the 1940 Act (or, in the case of certain Co-Investment Vehicles, generally to “accredited
investors” as defined in the Securities Act of 1933), and include, among others, pension and profit
sharing plans, university endowments, corporations, high net worth individuals, banks, thrift
institutions, trusts, estates, charitable organizations, limited partnerships, and limited liability
companies or other entities. In the case of certain Co-Investment Vehicles, the investors will
include Adviser Personnel (as defined below) and related trusts and other entities established for
estate planning purposes, as well as service providers of the Adviser or portfolio companies.

The Adviser does not have a minimum size for a Fund, but minimum investment commitments
will be established for investors in the Funds. The General Partner of each Fund may in its sole
discretion permit investments below the minimum amounts set forth in the offering documents of
such Fund.