Cap91 Partners Management LLC

ITEM 5. FEES AND COMPENSATION

Management and Performance Fees

CAP91 or an affiliate is authorized under partnership agreements or other Fund governing
documents to earn management fees from its Funds, which are subject to fee offsets as described
in Fund governing documents. Management fees generally are calculated and paid quarterly in
advance based on the aggregate capital commitments (during the investment period) or contributed
capital of the fund (following the investment period). Once paid, management fees are non-
refundable. The Firm has the right to waive receipt, in whole or in part, of any management fees
with respect to any investors (including, without limitation, affiliates of the Firm) in its sole
discretion without notice to or the consent of the other investors. Management fees are paid by
calling capital from investors for such purpose, by drawing from a line of credit or by reducing
distributions that would otherwise be made to investors.

As described in Fund governing documents, the General Partner and indirectly, the Limited
Partners of CAP91 Partners Fund B LP are entitled to a carried interest or performance allocation
of up to 20% on profits after return of capital and a preferred return. The fund administrator is
responsible for calculating and facilitating the payment of fund management fees and carried
interest, pursuant to the review and control procedures described below.

As described in Fund governing documents, investors in CAP91 Partners Fund LP generally will
pay a 1.75% annual management fee during the Fund’s investment period. The management fee
will be reduced to 1.5% per year thereafter. Investors in CAP91 Partners Fund B LP, who are
primarily managing directors and senior advisors of Harris Williams LLC, a third-party company
(the “third-party company”) with which CAP91 has executed a services agreement (the “Services
Agreement”), generally pay reduced fees except if they leave the third-party company other than
as a result of retirement, death or disability. See Item 10. Additionally, CAP91 Partners Fund B
LP, in its capacity as the “Special Limited Partner” of CAP91 Partners Fund LP, is entitled to a
percentage of carried interest distributions (and related allocations) under the Fund’s Limited
Partnership Agreement (the “Partnership Agreement”) for so long as the Services Agreement
remains in effect. All such arrangements are fully disclosed in Fund offering and governing
documents.

Transaction Fees

As described in Fund governing documents, although the Funds’ General Partner and CAP91 do
not expect to charge any Transaction Fees (as defined below) to its portfolio investments, if any
Transaction Fees are received by the General Partner or the Firm, the management fee will be
reduced by an amount equal to 100% of such Transaction Fees, unless otherwise approved by the
Fund’s limited partners or advisory board. For purposes hereof, “Transaction Fees” means
transaction fees, directors’ fees, financial consulting fees or advisory fees, or breakup fees paid to
the General Partner or the Firm or their respective principals, officers, or employees of such
persons and entities with respect to any Fund investment, in each case net of certain expenses as
set forth in the individual Fund’s Partnership Agreement. Various costs and expenses will reduce

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Transaction Fees (and therefore such amounts will not reduce the management fee), including out-
of-pocket costs and expenses.

Fund Expenses

The Company allocates all expenses in accordance with Fund governing documents, which contain
specific, detailed expense allocation methodology. Partnership Expenses (as defined in Fund
offering and governing documents) are and will be allocated fairly and equitably among applicable
clients that benefit from such expenses, consistent with Fund governing documents and
disclosures.

Each Fund bears an amount equal to its pro rata share of organizational expenses in an aggregate
amount not to exceed each Fund’s pro rata share of $600,000. Each Fund pays all Partnership
Expenses or reimburses the General Partner, the Firm or any person advancing payment of all such
expenses.

Detailed information regarding the various expenses and costs borne by or allocated to each Fund
is set forth in its governing documents. In addition to the applicable management fee and
organizational expenses, each Fund has paid or reimbursed and will pay or reimburse the General
Partner and/or the Firm for, all fees, costs, expenses, liabilities and obligations relating to the Fund
and/or its activities, business, subsidiaries, or actual or potential investments, whether incurred
prior to, or following the initial closing date, (referred to collectively in this definition as “costs”)
relating or attributable to: (i) activities with respect to the pursuing, structuring, organizing,
negotiating, consummating, financing, refinancing, diligencing (including any subscriptions to any
periodicals, databases and/or research services), acquiring, bidding on, owning, managing,
monitoring, operating, holding, hedging, restructuring, trading, taking public or private, selling,
valuing, winding up, liquidating, dissolving or otherwise disposing of, as applicable, actual and
potential investments (including follow-on investments) or seeking to do any of the foregoing
(including any associated legal, financing, commitment, transaction or other costs, fees and
expenses payable to attorneys, accountants, tax professionals, investment bankers and financial
advisors (including Harris Williams LLC; provided that any fees and expenses paid or reimbursed
to Harris Williams LLC shall be no greater than those payable to similarly situated service
providers providing equivalent services on an arm’s length basis and shall be reported to the Fund’s
...

ITEM 7. TYPES OF CLIENTS

The Firm provides investment advisory services to affiliated private funds exempt from
registration under the Company Act.

The minimum initial capital contribution or subscription amount required for an investor in CAP91
Partners Fund LP is $5,000,000, although capital contributions or subscriptions of lesser amounts
have been and may be accepted in the Firm’s discretion. There is no minimum initial capital
contribution or subscription amount required for an investor in CAP91 Partners Fund B LP.

To invest in the Fund, each investor generally is required to certify that it is, among other things,
an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the
Securities Act) and, for applicable Funds, a “qualified purchaser” (as such term is defined in
Section 2(a)(51)(A) of the Company Act). Each prospective investor generally is required to
complete and return various subscription documents to the applicable Fund, which are designed to
provide the Fund, the administrator, the Firm and its affiliates and agents with important
information about the investor. Subscriptions may be accepted or rejected, in whole or in part, in
the Firm’s sole discretion.

CAP91 Partners Management LLC                                                                     13