Banner Ridge Partners LP

ITEM 5: FEES AND COMPENSATION

In general, the Adviser receives a management fee from each of the Funds that it manages
as compensation for the investment advisory services rendered to the applicable Fund. The
Adviser also typically receives performance-based compensation or carried interest pursuant
to the applicable governing documents for such Fund.

The precise amount, the manner of calculation and the manner and timing of payment of any
such management fee, carried interest, or performance-based compensation for each such
Fund are established by the Adviser, as modified by negotiations with investors in the
applicable Fund, and are set forth in such Fund’s governing documents provided to each
investor prior to investment in such Fund. Nonetheless, the structure of the management fee
and carried interest which the Adviser currently employs and which the Adviser expects to
employ with respect to future Funds going forward is summarized below.

Management Fees

A Fund pays the Adviser a management fee (the “Management Fee”) equal to a fixed
percentage of each limited partner’s capital commitment, which is payable quarterly in
arrears in such amounts as are set forth in the Governing Documents of each applicable Fund.

Installments of the Management Fee payable for any period other than a full calendar quarter
are adjusted on pro rata basis according to the actual number of days in the calendar
quarter.

If a Fund invests through a RIC, the Management Fee may be charged at either the Fund or
the RIC level, without duplication.

Carried Interest

The applicable General Partner (or Special Limited Partner, as determined by each Fund) is
entitled to receive performance-based carried interest distributions (“Carried Interest
Distributions”) in respect of each Fund. Generally, these Carried Interest Distributions represent
a share of distributions to be received by an investor in a Fund in excess of the relevant
investor’s invested capital, and allocable fees and expenses. Carried Interest Distributions may
be applied each time an investment is realized or on an annual (or more frequent) basis with
respect to certain investors in the Funds.

For any Fund, Carried Interest Distributions are subject to certain preferred return hurdles,
catch-up allocations and clawback provisions. The manner of calculation and application of
Carried Interest Distributions are disclosed in the offering documents for, and detailed in the
Governing Documents of, each applicable Fund. For more information please see Item 6.

Banner Ridge may, in its sole discretion, waive, modify, reduce or rebate the Management
Fee and/or Carried Interest Distributions with respect to the investment of any investor,
including its employees, owners, affiliates, relatives of such persons, and for certain large or
strategic investors.

Pension Consulting Fees

A pension client may engage Banner Ridge to provide non-discretionary advisory services
equal to a contractually agreed upon rate (“Advisory Fee”), which is payable quarterly in
arrears in such amounts as are set forth in the Governing Documents of each applicable
advisory arrangement.

Installments of the Advisory Fee payable for any period other than a full calendar quarter are
adjusted on pro rata basis according to the actual number of days in the calendar quarter.

Other Information

In addition to the Management Fee and Carried Interest Distributions and as set forth in more
detail in the applicable Governing Documents, each Client pays all applicable expenses
attributable to the operation of such Client as detailed in their Governing Documents.
Expenses are generally shared by all of the investors in the applicable Client, while expenses
related to one or more particular series or classes of investments are allocated accordingly. In

the event that one or more Funds (each a “feeder fund”) invest all or a substantial portion of
its assets through another Fund (i.e., a “master fund”) each such “feeder fund” is also
responsible for its pro rata portion of such master fund’s costs and expenses. Similarly, any
Fund that invests its assets through the RIC is responsible for its pro rata portion of the RIC’s
costs and expenses. Each Portfolio Investment in which a Fund or the RIC invests has its own
operational, administrative, management, including custodial, trustee, record keeping fees
(including preparation of financial statements, and the costs and expenses of preparing and
circulating reports and any fees or imposts of a governmental authority imposed in connection
therewith, investment, brokerage (as applicable) and other fees and expenses, in addition to
performance based compensation, if any, which are charged against such Client’s assets.
Expenses of more than one Fund are allocated on an equitable basis among such Funds
based on the aggregate capital commitments of each applicable Fund, unless Banner Ridge,
in its sole discretion, determines that a different allocation methodology would be more
appropriate and equitable. Notwithstanding the foregoing, Banner Ridge may elect to bear
some or all of the above expenses of the Funds.

Certain fees and other remuneration received by Banner Ridge or certain of its affiliates in
connection with services provided to, or on behalf of, Portfolio Investments, may be offset
against the Management Fees to be received by Banner Ridge (the “Fees Subject to Offset”).
The Fees Subject to Offset vary among the Clients, but do not reduce the Management Fees
below zero. Fund investors and prospective Fund investors should refer to the Governing
Documents of each applicable Fund for specific information concerning the amount and
timing of such Fees Subject to Offset.

The Adviser may receive compensation of the type referred to in the preceding paragraph
from, or on behalf of or with respect to co-investors in an investment. The receipt of such
compensation does not reduce any Management Fee payable by any Client(s) that have
...

ITEM 7: TYPES OF CLIENTS

As described in Item 4 “Advisory Business,” the Adviser provides investment advisory services
only to (a) Funds, which are investment partnerships, or similar entities, which are exempt from
registration under the Investment Company Act, (b) RICs, which are investment companies
registered under the Investment Company Act or (c) in selective circumstances, to clients in a
pension consulting arrangement. Investors in the Clients may include, but are not limited to,
high net worth qualified individuals, family offices, fund-of-funds, endowments, foundations,
trusts, charitable organizations, insurance companies, pension and profit-sharing plans, and
corporate or business entities, and may include, directly or indirectly, Principals or other
employees of the Adviser and its affiliates and member of their families, and consultants or
other service providers retained by the Adviser.

Details concerning applicable investor suitability criteria are set forth in the respective Client’s
Governing Documents. The minimum commitment for an investor is outlined in the applicable
Client’s Governing Documents, including the discretion of Banner Ridge and its affiliates to
accept less than the minimum commitment threshold. Each investor is required to meet
certain suitability qualifications as more fully set forth in the applicable Governing Documents.
Each investor in a Fund is required to meet certain suitability qualifications, such as being (i) an
“accredited investor” as defined under Rule 501(a) of Regulation D of the Securities Act,
and/or (ii) a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company
Act.