Audax Management Company NY LLC

Item 5. Fees and Compensation

The Adviser or its affiliates generally receive Advisory Fees and, in certain cases, Administrative
Fees, and Carried Interest (each as defined below) or similar performance-based remuneration
from each Client. Additionally, consistent with the organizational and operational documents of
each Client, the Client typically bears certain out-of-pocket expenses incurred by the Adviser in
connection with the services provided to the Client. Details about such fees and expenses are
contained in the organizational and operational documents of a Client. Further details about certain
common fees and expenses are set forth below.

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

The precise amount of, and the manner and calculation of, the Advisory Fees for each Fund are
established by the Adviser, as modified by negotiations with investors in the Fund, and are set
forth in the Fund’s Advisory Agreement and/or organizational documents. Except as provided in
the applicable Advisory Agreement or Fund organizational document, the Advisory Fees are
generally subject to waiver or reduction by the Adviser only in its sole discretion, whether
voluntarily or on a negotiated basis with selected investors. Fees differ from one Fund to another,
and may differ among investors in the same Fund. For example, the Adviser may offer a discount
for investors participating in a Fund’s initial closing, or investors that make a certain minimum
level of capital commitment. In addition, the Adviser often enters into economic and/or other fee
sharing arrangements with respect to one or more Funds and/or certain investors thereof, the rights
of which will generally not be made available to other investors. Advisory Fees are deducted from
the assets of a Fund, or may be called as capital from Fund investors, generally on a monthly or
quarterly basis (in advance or in arrears), or as otherwise set forth in the Fund’s Advisory
Agreement and/or organizational and operational documents. Unless otherwise agreed with a
Fund’s investors, Advisory Fees will continue to be payable during any term extensions.

The Advisory Fee for the BDC consists of both an annual base management fee and an incentive
fee. The base management fee is calculated annually and payable quarterly in arrears and is equal
to 1.0% of the value of gross assets (a portion of which has been waived or reduced by the Adviser).
The incentive fee consists of (i) an incentive fee on pre-incentive fee net investment income,
payable quarterly in arrears and (ii) an incentive fee of 15% of realized capital gains, payable in
arrears as of the end of each calendar year. The amount and the precise manner of calculation of
the Advisory Fee for the BDC is established by the Adviser, as modified by negotiations with a
BDC investor, and is set forth in the BDC’s Advisory Agreement. As described below, the BDC
also reimburses Audax Management Company, LLC, an affiliate of the Adviser (“AMC”) for
certain expenses which AMC incurs in providing administrative services to the BDC.

Advisory Fees for each Separate Account Client are individually negotiated, and generally are
deducted from account assets on a monthly or quarterly basis (in advance or in arrears).

Upon termination of an Advisory Agreement, Advisory Fees that have been prepaid are generally
returned on a pro-rated basis, based on the time elapsed in the applicable fee period, except as
otherwise set forth in the applicable Advisory Agreement.

For certain Clients, the Advisory Fee is, at certain times during the life of such Clients, calculated
based on the amount of invested capital associated with the Client’s aggregate investment(s) in
portfolio investments that remain unrealized or have not been recognized as written-off for U.S.
federal income tax purposes (or such other impairment standard as set forth in the Advisory
Agreements and/or organizational documents of the relevant Client, and such investments,
“Impaired Investments”). Because Advisory Fees are calculated based on invested capital at
certain times during the life of such Clients, the Advisory Agreements and/or organizational
documents do not require any reduction or refund of Advisory Fees following a write-off, or 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 calculated based on the amount of
invested capital are not computed on the appreciated value and instead continue to be determined
by the amount of such investment contributions. As a result, such Advisory Fees generally will not
track changes in the fair value of any individual investment or of a Client, including after the
applicable investment period, and will not be decreased to reflect write-offs (whether temporary
or permanent), except with respect to Impaired Investments.

As compensation for administrative services rendered to certain Clients, the Adviser or AMC, (as
applicable, based on each such Client’s governing agreements) receives from each such Client an
administrative fee (each, an “Administrative Fee”). Administrative Fees paid by a Client are
indirectly borne by investors in such Client. The precise amount of, and the manner and calculation
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Item 7. Types of Clients

The Adviser currently provides investment supervisory services to the Funds and the BDC.
Investment advice is provided directly to the Funds (subject to the direction and control of the
general partner of each Fund, if applicable) and the BDC (subject to the oversight of the boards of
directors of the BDC), and not individually to investors in the Funds or shareholders of the BDC.
The Adviser also provides advisory services to the Separate Account Clients (including via
Separate Account Entities).

Interests in the Funds, the BDC, and the Separate Account Entities are offered pursuant to
applicable exemptions from registration under the Securities Act and the 1940 Act. Investors in
the Funds, the BDC, and the Separate Account Clients are generally “qualified purchasers” as
defined in the 1940 Act, and may 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
may 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. While the Adviser does not impose a minimum amount for establishing a separate
account, separate accounts generally are established with a $100 million minimum, though the
Adviser, in its sole discretion, may permit investments that are less than such minimum.