Benford Capital Partners Management LP

Item 5 – Fees and Compensation

The following is a general description of fees, compensation and expenses for each Client.
Differences exist between Clients, and certain Clients are not charged certain fees, compensation or
expenses that other Clients are charged. In addition, Benford Capital is permitted, in its sole
discretion, to waive or reduce an investor’s management fee or carried interest allocation. In certain
circumstances, disclosed more fully in this Brochure and the Client’s Governing Documents, Benford
Capital receives additional compensation in connection with management and other services
performed for portfolio companies. Such additional compensation generally will reduce, in part, the
management fees otherwise payable to Benford Capital. Investors also bear certain expenses, as
described below. In addition, the portfolio companies reimburse Benford Capital or the Clients for
certain expenses advanced on their behalf. Investors should refer to the Governing Documents of the
applicable Client for a complete understanding of how Benford Capital is compensated for its advisory
services and what expenses the Client pays or reimburses. The information contained herein is a
summary only and is qualified in its entirety by each Client’s Governing Documents.

Management Fees

Benford Capital charges a management fee (the “Management Fee”) to the Funds’ investors. The
Management Fee is generally 2% per annum, initially calculated based upon each investor’s
committed capital (“Commitments”) for the period of time during which the relevant Fund is making
investments (the “Investment Period”); thereafter, the Management Fee is equal to each investor’s
invested capital, subject to various other factors. Investors who participate in a subsequent closing
after the initial closing of a Fund are responsible for paying the Management Fee as of the date of the
initial closing of such Fund, generally in addition to an interest component payable to Benford or an
affiliate. Management Fees are negotiated with investors during the fundraising period of the
applicable Fund and are not subject to negotiation thereafter. The Management Fee will be reduced
when the Investment Period, as defined in the Funds’ Governing Documents, expires (the “Stepdown
Date”), or when Benford Capital begins to accrue Management Fees with respect to a new Fund, or
six months after the occurrence of events specified in the Funds’ Governing Documents.

The Funds’ Partnership Agreements provide that a Fund’s Management Fees will be calculated and
charged on a basis that is generally not tied to the Fund’s then-current net asset value. As further
specified in the Partnership Agreements, from the effective date of the relevant Fund until a date
specified in the Partnership Agreements, i.e. 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 a formula tied to the amount of investment contributions (including, where applicable, a Fund
borrowing component and the amount of any capitalized Transaction Fees (as defined below) or
expenses) made by the relevant Fund relating to investments that have not been realized or
completely written off for U.S. federal income tax purposes (such investments, “Impaired Value
Investments”). Due to differences in the criteria set forth in their respective Partnership Agreements,
in the event where more than one Fund participates in an investment, there is the possibility that an
investment will become an Impaired Value Investment for purposes of one Fund’s Partnership
Agreement but not those of one or more other Funds.

Under the Partnership Agreements, where the fair market value of an investment exceeds the total
amount of investment contributions relating to such investment, post-Stepdown Date Management
Fees will not be calculated based upon such appreciated value, and will instead continue to be
calculated based on the amount of applicable investment contributions. Conversely, the Partnership
Agreements do not require Management Fees to be reduced or refunded following the occurrence of
a writedown, decrease (including a significant decrease) in fair value or other event not constituting a

complete realization, such as a partial sale or disposition, reorganization, recapitalization (including
capitalization involving dividends), roll-over investment in connection with a sale of divided
distribution, except in the case of investments meeting the relevant Impaired Value Investment
standard under the Partnership Agreements. For the avoidance of doubt, following the Stepdown
Date, if fair market value of an Impaired Value Investment is less than the total amount of investment
contributions relating to such Impaired Value Investment, then the amount of Management Fees
otherwise payable relating to such investment will be reduced solely based on the ratio of the fair
market value of each relevant remaining investment(s) as compared against the amount of total
investment contributions relating to such investment(s) as of the date of the relevant event.

As a result, and as is generally the case for private equity funds, the amount of Management Fees
generally will not correspond with fluctuations in the net asset value of individual investments or of the
Fund, including following the relevant investment period, and will not be reduced in connection with
any writedowns (whether temporary or permanent), except in the case of Impaired Value Investments.
Except where the Partnership Agreements expressly provide to the contrary, Management Fees will
not be reduced (in whole or in part) in the case of partial sales or dispositions, distributions (e.g.,
those resulting from a dividend recapitalization) or reorganization, restructurings, roll-over
...

Item 7 – Types of Clients

Benford Capital currently provides investment advisory services to the Pre-Fund Investments, the
Funds and Co-Investment Funds.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the Investment Company Act of 1940 (the “Investment Company Act”). Investors in
the Funds are generally “accredited investors” as that term is defined in Regulation D promulgated
under the Securities Act, and/or “qualified purchasers” or “knowledgeable employees” as defined in
the Investment Company Act, and generally include, among others, high net worth individuals, banks,
thrift institutions, sovereign wealth funds, family offices, pension and profit sharing plans, trusts,
estates, charitable organizations, university endowments, corporations, limited partnerships, limited
liability companies, other private investment funds and other legal entities. In some cases, Service
Providers may be investors in a Fund, as well as executives of portfolio companies.

Fund investors may be required to commit a minimum amount of capital. Minimum capital
commitments per fund are disclosed in the Governing Documents of the applicable fund.

The requirements for investors in the Funds, Pre-Fund Investments and Co-Investment Funds differ
by entity. Pre-Fund Investment and Co-Investment Fund investors include individuals, other
investment entities, university endowments, family offices, trusts, fund of funds, charitable
organizations or other corporations or business entities and include, directly or indirectly, Principals or
other employees of Benford Capital and members of their families, portfolio company employees,
advisory or other service providers retained by Benford Capital.

As mentioned in Item 4, on occasion, Benford Capital is, subject to need, permitted to establish Co-
Investment Funds to invest alongside a Fund in a portfolio company. Opportunities to participate in
co-investment transactions arise when Benford Capital has the opportunity for an investment in an
existing or prospective portfolio company and determines that (i) an investment requires additional
capital, (ii) all or a portion of the opportunity is not required or able to be offered to a participating
Fund, (iii) the portfolio company would potentially benefit from the participation of specific co-
investors, or (iv) the full investment opportunity is not appropriate for a Fund, whether due to
concentration restrictions contained in the Fund’s Governing Documents or otherwise. Such co-
investment determinations are based on the provisions of the applicable Governing Documents, side
letter agreements and such other factors as Benford Capital will consider in its sole discretion,
including those specified in its policies on investment allocation and co-investments. Subject to any
restrictions contained in the Governing Documents of the relevant Fund or any side letter or other
terms negotiated with respect to such Fund, in general no investor has a right to participate in any co-
investment opportunity. Opportunities to invest in a portfolio company are made available to select
persons or entities, who will not necessarily be Fund investors, including, without limitation, strategic
investors, lenders, deal sources (including finders and consultants), other sponsors (including other
private equity or venture capital firms), Fund investors, service providers, portfolio company
employees, other persons or entities affiliated, and associated or otherwise known to Benford Capital
or its personnel. Additionally, certain individuals who source transactions or provide financing for a
transaction may negotiate co-investment rights or co-investment priority rights as a component of their
compensation or other arrangements with the relevant Fund(s). Benford Capital’ exercise of discretion
in allocating co-investment opportunities often will not result in proportional allocations among such
co-investors and such allocations can be more or less advantageous to some co-investors relative to
other co-investors. When Benford Capital determines to offer a co-investment opportunity, it is
possible that the size of the investment opportunity otherwise available to a Fund (or Funds) will be
less than it would otherwise have been without the inclusion of such co-investors.

In the event Benford Capital is not successful in offering a co-investment opportunity to potential co-
investors, in whole or in part, a Fund is likely to consequently hold a greater concentration and have
greater exposure in the related investment opportunity than was originally intended, which could make
the Client more susceptible to fluctuations in value resulting from adverse economic and/or business
conditions with respect thereto and would result in a greater concentration of risk as a result. Thus, an
investment that is not syndicated to co-investors as originally anticipated could result in a significant
impact to a Client’s overall investment returns.