Blue Point Capital Partners LLC

FEES AND COMPENSATION

         In general, the General Partners receive a Management Fee (as defined below) and a carried
interest in connection with advisory services. The General Partners, or other Blue Point entities or
affiliates, generally receive additional compensation in connection with management and other
services performed for portfolio companies of the Funds (e.g., monitoring fees). A portion of such
additional compensation will partially offset the management fees otherwise payable to the
applicable General Partner in accordance with the relevant Partnership Agreements. Investors in
the Funds also bear certain fund expenses.

Management Fee

        Each Fund pays the applicable General Partner a management fee (the “Management
Fee”) equal to 2.00% (1.75% for Fund II(B) and Fund III(B)) on an annual basis of aggregate Fund
investor capital commitments (“Commitments”). Payment of the Management Fee is due
quarterly in advance. Most of the Management Fees are ultimately received by the Management

Company. Investors participating in a closing after the initial closing of a Fund bear the
Management Fee from the date of the initial closing of such Fund plus interest. The Management
Fee will be reduced upon the expiration of the investment period or where a particular subsequent
Fund commences or upon the occurrence of certain other events as described in the applicable
Partnership Agreement. The Management Fee will be payable until all proceeds from portfolio
investments are distributed or until such General Partner’s relationship with the applicable Fund
is terminated for other reasons (as described in the Fund’s Partnership Agreement). Installments
of the Management Fee payable for any period other than a full period are generally adjusted on
pro rata basis according to the actual number of days in such period.

        As is generally the case in private equity funds, the governing documents provide that a
Fund’s Management Fees will be calculated and charged on a basis that generally is not tied to the
Fund’s then-current net asset value. As further specified in the governing documents, from the
effective date of the relevant Fund until a date specified in the governing documents (generally
representing the earlier of the end of the Fund’s defined investment period and the date the relevant
General Partner (or an affiliate thereof) first begins receiving or accruing management fees from
another Fund meeting certain criteria) (the “Stepdown Date”), Management Fees generally will
be charged based on a formula tied to the amount of the relevant Fund’s aggregate Commitments.
After the Stepdown Date, Management Fees generally will be charged and calculated based on a
formula tied to the amount of investment contributions made by the relevant Fund for investments
that have not been disposed of, less any investments not disposed of that have been permanently
written down pursuant to the governing documents.

        Under the governing documents, 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 such investment contributions. However, where
there has been a partial distribution, partial write-down or partial sale of an investment and the fair
market value of such investment following such event exceeds the total amount of investment
contributions relating to such investment, the governing documents do not require Management
Fees after the Stepdown Date to be reduced.

        As a result, the amount of Management Fees generally will not correspond with
fluctuations in the Fund’s net asset value, including following the investment period, nor will
Management Fees be reduced in connection with write downs, except in the case of investments
permanently written down pursuant to the governing documents. Except where the governing
documents 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 (including those arising from
dividend recapitalizations), reorganizations, restructurings, roll-over investments, extraordinary
dividends or similar transactions, or where one or more other Fund(s) exit their investment(s) in
the relevant portfolio company, whether in whole or in part, in each case where such events do not
result in a complete disposition of the relevant Fund’s interest, and even where the value of the
Fund’s investment or the Fund’s ownership percentage has been reduced (including materially
reduced) as a result.

       In many circumstances, the fair value component, and what is included in the amount of
investment contributions, of such post-Stepdown Date Management Fees will include capitalized

transaction-specific expenses of unrealized investments, including such fees, expenses and costs
payable or reimbursable to third parties as well as the Advisers and/or their affiliates, including
Supplemental Fees. Such amounts are in addition to the transaction and other fees paid to the
Advisers and/or their affiliates. The Advisers and their affiliates are incentivized to have such
amounts be capitalized into the cost of a transaction, not only to avoid having portfolio companies
pay such amounts out of available operating cash, but also to increase the base on which future
Management Fees will be calculated. Further, Management Fees generally will not be reimbursed
or refunded under the governing documents in the event of realizations, dispositions or partial
write-downs that occur partway through the relevant calculation period.

        The governing documents set forth the full list of terms under which Management Fees
will be reduced, offset or otherwise be limited, and consequently investors should expect to bear
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TYPES OF CLIENTS

        The Advisers provide investment advice solely to their respective Fund clients, and
references throughout this Brochure to “clients” and to the Advisers’ related duties to and practices
on behalf of their respective clients and/or investors should be construed accordingly. The Funds
are investment partnerships or other investment entities formed under U.S. or non-U.S. laws and
operated as exempt investment pools under the Investment Company Act of 1940, as amended (the
“Investment Company Act”). The investors participating in the Funds generally include
individuals, banks or thrift institutions, other investment entities, university endowments,
sovereign wealth funds, family offices, pension and profit-sharing plans, trusts, estates or
charitable organizations or other corporations or business entities and from time to time include,
directly or indirectly, principals or other employees of the Advisers and their affiliates and

members of their families, Operating Partners and/or other service providers retained by the
Advisers.

        Each Fund (other than the Executive Funds) generally has a minimum investment of
between $2 million and $10 million for third-party investors, which is permitted to be waived by
the General Partner. The minimum investment for the Executive Funds is generally $100,000,
which is also permitted to be waived by the General Partner. In most circumstances, investors in
the Funds must meet certain suitability and net worth qualifications prior to making an investment.
Generally, investors in Fund II, Fund III, Fund IV or Fund V must be (i) “accredited investors” as
defined under Regulation D of the Securities act of 1933, as amended and (ii) for certain Funds
either “qualified purchasers” or “knowledgeable employees” as defined under the Investment
Company Act. Interests in the Executive Funds are offered and sold solely to certain sophisticated
investors who are also accredited investors (and qualified purchasers, as required).

        Each of the State Plan Funds is a single investor vehicle established to accept investment
by a large state plan investor (the “State Plan”). The State Plan Funds invest on a side-by-side
basis with the applicable related Fund (e.g., Fund III(B) invests on a side-by-side basis with Fund
III Main), and in a certain historical case, a single investment co-invest vehicle was formed to
invest directly into a portfolio company alongside the applicable related Fund(s). The State Plan
Funds are subject to different investment terms than those available to investors in the other Funds.
The terms applicable to Fund III(B) differ from those of Fund III Main and Fund III(A), including,
for example, the terms governing the General Partner’s Commitment, key person events, the
partners’ giveback obligations, Management Fee rates and indemnification rights. The Partnership
Agreement for Fund III(B) provides different standards to comply with statutory requirements for
the State Plan.

        Certain affiliates of Blue Point and other third-party investors are expected to be permitted
to co-invest directly or via a co-invest vehicle in a particular portfolio company, or in a holding
company which holds the equity in the portfolio company. Co-investments are typically offered
only to the extent such investment opportunities exceed the available investment capacity of the
applicable Funds as deemed prudent in the sole discretion of the Advisers and taking into account
conflicts provisions in the relevant Partnership Agreements, investment and operating guidelines,
diversification limitations, tax and regulatory considerations, minimum dollar limits and other
relevant factors, including risk and the Advisers’ Investment Allocation/Co-Investment Policy.
Co-investments are also typically provided on a fee-free and carried interest-free basis. The
Advisers will select which investors are permitted to participate in such co-invest opportunities
based on various factors, including the sophistication of the investor, the ability of the investor to
fund and complete the investment on a timely basis and for strategic or other reasons as may be
more fully described in the applicable Partnership Agreement and the Advisers’ Investment
Allocation/Co-Investment Policy. Such co-investments typically invest and dispose of their
interests in the applicable portfolio company at the same time and on the same terms as the Fund
making the investment. However, from time to time, for strategic and other reasons, a co-investor
or co-invest vehicle is expected to purchase a portion of an investment from one or more Funds
after such Funds have consummated their investment in the portfolio company (also known as a
post-closing sell-down or transfer). Any such purchase from a Fund by a co-investor or co-invest
vehicle generally occurs shortly after the Fund’s completion of the investment to avoid any
changes in valuation of the investment, but in certain instances could be well after the Fund’s

initial purchase. Where appropriate and in the Adviser’s sole discretion, the Adviser is authorized
to charge interest on the purchase to the co-investor or co-invest vehicle to compensate the relevant
Fund for the holding period, and to seek reimbursement to the relevant Fund for related costs. The
Advisers are not obligated to make co-investment opportunities available to any particular
investors or limited partners.

       The relevant General Partner also generally is permitted from time to time to establish
Funds that are alternative investment vehicles in order to permit certain investors to participate in
one or more particular investment opportunities in a manner desirable for tax, regulatory or other
reasons. Alternative investment vehicle sponsors generally have limited discretion to invest the
assets of these vehicles independent of limitations or other procedures set forth in the
organizational documents of such vehicles and the related Fund.
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