Boyne Capital Management LLC

Item 5 – Fees and Compensation

Boyne Capital and its affiliated General Partners receive fees and compensation in exchange for
advisory services provided to the Funds, including management fees, carried interest, additional
compensation in connection with management services performed for the portfolio companies of the
Funds and reimbursements from portfolio companies for certain expenses advanced on their behalf.
The Funds are also responsible for bearing certain expenses as detailed below and in each Fund’s
Governing Documents. Differences exist from Fund to Fund, and certain Funds do not charge
certain fees, compensation or expenses that other Funds charge or may charge them in different
amounts. The following is a general description of fees and compensation of the Funds. Investors
should refer to the Governing Documents of the applicable Fund for a complete understanding of
how Boyne Capital is compensated for its advisory services; the information contained herein is a
summary only and is qualified in its entirety by such documents.

Management Fees

Boyne Capital generally charges each Fund a management fee (the “Management Fee”), generally 2%
per annum of non-affiliated investors’ percentage of the aggregate capital (either committed or
invested, depending on the life-stage of the applicable Fund). Generally, Management Fees are initially
calculated based upon each non-affiliated investor’s committed capital for the period of time during
which each Fund is making investments; thereafter, the Management Fee will be equal to 2% of each
non-affiliated investor’s invested capital less the amount of dispositions or permanent write offs,
subject to various other factors as more fully described in each Fund’s Governing Documents.

The amount of Management Fees generally will not correspond with fluctuations in the net asset value
of individual investments, aggregate investments in a portfolio company or of a Fund, including
following the stepdown date, and will not be reduced in connection with any write downs, except in
the case of investments permanently written off. Permanent write-down determinations are made in
the discretion of the valuation committee in accordance with the relevant Governing Documents and
the Firm’s valuation policy. 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 distributions,
partial sales, reorganizations, restructurings, roll-over investments or similar transactions, in each case
in circumstances that do not result in the complete disposition of the relevant Fund’s interest therein,

and even in cases where the value of such Fund’s investment or ownership percentage in a portfolio
company has been reduced as a result of such transaction. In addition, 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. Where
there has been a partial disposition or permanent write-down of a Fund’s investment and the fair
market value of such investment following such event exceeds the total amount of such Fund’s
investment contributions relating to such investment, the Governing Documents do not require
Management Fees after the stepdown date to be reduced. In most circumstances, the post step-down
Management Fee will include capitalized transaction-specific fees and expenses of unrealized
investments, including transaction fees charged by Boyne Capital in connection with the investment,
which poses a conflict of interest in that the inclusion of such fees and expenses results in a higher
Management Fee than if such transaction fees and expenses were not capitalized into the asset base.

Assessed quarterly in advance, Management Fees are collected through a capital call, through a draw-
down on the Fund’s line of credit or offset against a distribution to investors. All Management Fees
were negotiated with the applicable Fund’s investors during the fundraising period of the applicable
Fund and are not subject to negotiation thereafter. Investors participating 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, plus interest, as applicable. In addition, Management Fees are payable
during term extensions unless otherwise notified to investors.

The General Partners are permitted, in their sole discretion, to reduce or waive all or a portion of the
Management Fee. Management Fees differ from one Fund to another, as well as among investors in
the same Fund. Such differences can arise from the size of an investor’s commitment to a Fund,
provisions of side letter agreements or other negotiated terms. Fees are generally waived for investors
in an Employee Co-Investment Fund and certain of the parallel funds (although these investors
generally pay their pro rata share of certain Fund expenses). Similarly, investors in a Co-Investment
Fund and certain of the parallel funds generally pay a reduced Management Fee, or no Management
Fee, on the portion of their investment attributable to such Fund (but again, such investors generally
pay their pro rata share of certain expenses as described more fully below).

Management Fees are generally reduced by (to the extent applicable): (i) any placement fees paid; (ii)
costs incurred by Boyne Capital in connection with the organization of a Fund that exceed the limit
as specified in such Fund’s Governing Documents; and (iii) certain supplemental fees and
compensation with respect to portfolio companies, including transaction, directors’, consulting,
management, investment banking, advisory, closing, topping, break-up and other similar fees
(together, “Portfolio Fees”), the amount of which are paid by the applicable Fund (directly, or
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Item 7 – Types of Clients

Boyne Capital provides investment advice to its Funds, which are exempt from registration under the
Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder
(“Investment Company Act”). With the exception of the Employee Co-Investment Funds and certain
of the parallel funds, the Funds limit their respective investors to: (i) “accredited investors” as defined
in the Securities Act of 1933, as amended (the “Securities Act”), and either (ii) “qualified purchasers”
or “knowledgeable employees,” each as defined in the Investment Company Act, or (iii) “qualified
clients,” as defined in the Advisers Act. Investors in the Funds must also meet certain other suitability
qualifications prior to making an investment in the Funds. The Funds are not registered or required

to be registered under the Investment Company Act; are not made available to the general public;
their securities are not registered or required to be registered under the Securities Act; and Fund
interests are privately placed to qualified investors. Qualified investors include individuals or entities
to which Fund interests are permitted to be sold, which generally includes (i) in the United States,
people or organizations who meet certain net worth, income and/or financial sophistication
requirements as described above or (ii) in other countries, as permitted by the relevant securities laws
in such jurisdiction and in compliance with any foreign offering provisions applicable to Boyne Capital
and/or the Funds. Certain Funds have historically required capital commitments from each investor
of at least $5 million, depending on the Fund, although the applicable Fund’s General Partner has, in
its sole discretion, accepted lesser amounts.

The investors participating in the Funds include high net worth individuals, other investment entities,
family offices, trusts, other corporations or business entities, fund of funds, service providers retained
by Boyne Capital, and typically include, directly or indirectly, principals or other employees of Boyne
Capital and its affiliates and members of their families.

On occasion, Boyne Capital offers co-investment opportunities for certain investors to invest
alongside a Fund in certain Fund portfolio companies. Opportunities to participate in co-investment
transactions arise when Boyne Capital has the opportunity for an investment in an existing or
prospective portfolio company and Boyne Capital determines that (i) an investment requires additional
capital, (ii) all or a portion of the applicable opportunity is not required to be offered to a Fund, (iii)
the full investment opportunity is not appropriate for a Fund, whether due to concentration
restrictions contained in such Fund’s Governing Documents or otherwise or (iv) Boyne Capital
believes the Fund will benefit from the participation of the co-investor(s). Such determinations are
based on the provisions of the applicable Governing Documents, side letter agreements, agreements
with lenders and such other factors as Boyne 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. Boyne Capital’s exercise of discretion in allocating co-investment
opportunities will not always result in proportional allocations among co-investors and such
allocations can be more or less advantageous to some co-investors relative to other co-investors.
When co-investment opportunities are permitted, it is possible that the size of the investment
opportunity otherwise available to a Fund will be less than it would otherwise have been without the
inclusion of such co-investors.

Boyne Capital will select the investors that are permitted to co-invest in a particular portfolio company
in its sole discretion based on various factors, including those detailed in its Governing Documents
and as outlined in its internal policies and procedures. While one or more investors in the Funds are
on occasion invited to co-invest in a Fund’s portfolio companies, Boyne Capital is authorized in its
sole discretion to offer any or all of a co-investment opportunity to third parties that are not investors
in the Funds. Co-investment opportunities are made available to select Fund investors and third

parties, including, without limitation, management or founders of the applicable portfolio company,
strategic investors, lenders, deal sources (including finders and consultants), investment bankers, other
sponsors (including other private equity or venture capital firms), service providers, Strategic Advisors
and other persons or entities affiliated, associated or otherwise known to Boyne Capital or its
personnel. Certain individuals who source transactions or provide financing have in the past and are
expected in the future to negotiate co-investment rights or co-investment priority rights as a
component of their compensation in connection with the services provided. e.

As referenced in Item 4 above, co-investments have been structured either as (i) a dedicated co-
investment vehicle, such as a Co-Investment Fund, which is organized and managed by Boyne Capital
or (ii) a direct investment in a portfolio company. When structured as a Co-Investment Fund, Boyne
Capital considers the investment to be a Fund client, identifies the Co-Investment Fund in its Form
ADV Part 1, Schedule D, Section 7.B.(1), obtains an audit for the applicable Co-Investment Fund,
reserves the option to assess a Management Fee and Carried Interest on the Co-Investment Fund and
includes the amount of assets of the Co-Investment Fund in the Firm’s regulatory assets under
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