Camden Partners Holdings LLC

Item 5: Fees and Compensation

Management Fees

Camden Funds

The Firm provides investment advisory services for a percentage of the assets under its management. The
Firm is compensated through management fees as described on the following page:

            Fund                Timing of Fee Payment                          Fee Calculation

Fund III SPV                   Quarterly in advance         Annual rate based on the capital committed to the
                                                            Fund.
Fund IV SPV                    Quarterly in advance         Annual rate based on the capital committed to the Fund
Fund V SPV                     Quarterly in advance         Annual rate based on the capital committed to the
                                                            Fund.
Fund V Sidecar                 Quarterly in advance         Annual rate based on the capital committed to the Fund
Inwood Fund                    N/A                          N/A
Fund VI                        Quarterly in advance         Annual rate based on the capital committed to the Fund

After the specified number of years set forth in the management agreement of each Camden Funds, the
management fee rate for that Camden Funds will decrease.

Management fees are generally deducted from capital contributions made to each Camden Funds by
investors. All directors’ fees, consulting fees, investment banking fees and other remuneration (besides
management fees) paid to the Firm will be credited against the management fees already discussed. Refer
to the table above for details on the timing of management fees.

Funds of Funds

The Firm provides investment advisory services for a percentage of the assets under its management. The
Firm is compensated through management fees as described below:

               Fund              Timing of Fee Payment                      Fee Calculation
Venture Fund                    Quarterly in advance        Annual rate   based on the capital committed to
                                                            the Fund
CPC II                          Quarterly in advance        Annual rate   based on the capital committed to
                                                            the Fund
CPC III                         Quarterly in advance        Annual rate   based on the capital committed to
                                                            the Fund
CPC IV                          Quarterly in advance        Annual rate   based on the capital committed to
                                                            the Fund

After the specified number of years as set forth in the management agreement of each the Fund of Funds,
the management fee rate for that Fund will decrease.

Investors will, in effect, pay two sets of management fees on investments in Portfolio Funds (including
Secondary Investments): one at the Fund of Funds level and one at the Portfolio Fund level. As a result of
the two levels of fees, investors will pay more in fees by investing in a Fund of Funds than they would by
investing directly in the Portfolio Funds. Fees for Co-Investments will be charged only at the Fund of Funds
level.

Management fees are generally deducted from capital contributions made to each Fund by the investors.
As mentioned in the table above, each Fund pays the management fee in advance each quarter.

Camden Funds

In addition to the management fees described above, each Camden Fund is responsible for a number of
expenses that are incurred by or on behalf of the Camden Fund. Below is a list of general expenses and fees
that have in the past, and could be expected in the future, to be incurred by the Camden Funds:

    •   Commissions, brokerage fees or similar charges incurred due to the purchase and sale of securities
    •   Expenses relating to such Camden Fund’s annual and special meetings with its limited partners
    •   All expenses relating to litigation and threatened litigation involving such Camden Fund
    •   Normal and extraordinary investment banking, investment management, legal, custodial, auditing,
        tax and accounting services provided to such Camden Fund
    •   Other non-recurring or extraordinary expenses

Fund of Funds

In addition to the management fees described above, each Fund of Funds is responsible for a number of
expenses that are incurred by or on behalf of the Fund. Below is a list of general expenses and fees that
could be expected to be incurred by the Fund of Funds:

    •   Fees and expenses associated with the organization of such Fund and the offer/sale of interests
    •   Costs of selecting, acquiring, holding, monitoring and disposing of investments
    •   All expenses relating to litigation and threatened litigation involving such Fund
    •   Legal, auditing, tax and accounting services, travel, marketing and other fees, commissions and
        expenses incurred by such Fund
    •   Brokerage (and other transaction costs) expenses incurred by such Fund
    •   Taxes, insurance, and any costs incurred from dissolving and liquidating such Fund

In addition, each Fund will bear a pro rata share of the expenses associated with the Portfolio Vehicles in
which each such Fund holds an interest. Compensation and expenses paid to the Firm and its affiliates for
investment advisory services to the Funds are separate and distinct from the advisory fees, performance-
based compensation and expenses charged by the unaffiliated investment advisers or general partners of
the Portfolio Vehicles in which the Funds invest.

The above lists provide examples of the types of fees and expenses that may be incurred in managing the
Funds. For more information, please refer to each Fund’s offering documents.

Compensation for Sale of Securities or Other Investment Products

No officer, partner, director, or employee of any Camden Adviser receives compensation for the sale of
...

Item 7: Types of Clients

Camden Partners Funds

The Firm provides investment advisory and management services to the Camden Partners Funds discussed
above. Each of the Camden Funds requires investors to make a specified minimum investment. The general
partner of each Camden Fund, in its sole discretion, may waive the minimum investment or reject any
investment in such Camden Fund. For some Camden Funds, the minimum investment required is different
depending on whether the investor is an institutional investor (including, for example, pension and other
funds subject to the Employee Retirement Income Security Act of 1974, as amended) or an individual
accredited investor. Refer to the table below for details on each Camden Fund’s minimum investment
requirement:

                                      Institutional         Individual
Fund                                  Investor Min.         Investor Min.         Negotiable?
Fund III SPV                          $5,000,000            $1,000,000            Yes
Fund IV SPV                           $5,000,000            $1,000,000            Yes
Fund V SPV                            $5,000,000            $1,000,000            Yes

Fund V Sidecar                       $5,000,000            $1,000,000           Yes
Fund VI                              $5,000,000            $1,000,000           Yes
Inwood Fund                          $5,000,000            $1,000,000           Yes

Fund III SPV, Fund IV SPV, Fund V SPV, Fund V Sidecar, Fund VI and Inwood Fund are closed to new
investors, and each Camden Fund’s investment activity, if any, is discussed above.

Fund of Funds

The Firm provides investment advisory services to the Fund of Funds discussed above. Advisory Services.
Each of the Fund requires investors to make a specified minimum investment. The Managing Member, in
its capacity as managing member of the Funds, in its sole discretion, may waive the minimum investment
or reject any investment in any Fund. For some Funds, the minimum investment required is different
depending on whether the investor is an institutional investor (including, for example, pension and other
funds subject to the Employee Retirement Income Security Act of 1974, as amended) or an individual
accredited investor. Refer to the table below for details on each Fund’s minimum investment requirement:

                                             Institutional        Individual
       Fund                                  Investor Min.        Investor Min.        Negotiable?
       Venture Fund                          $1,000,000           $250,000             Yes
       CPC II                                $1,000,000           $100,000             Yes
       CPC III                               $1,000,000           $250,000             Yes
       CPC IV                                $1,000,000           $250,000             Yes

The Fund of Funds are each closed to new investors.