Capital IP Investment Partners LP

ITEM 5: FEES AND COMPENSATION

Management Fees and Carried Interest

Fees generally are paid as set forth in each Advisory Client’s Governing Documents. The
information contained in this Item 5 is a summary only and is qualified in its entirety by the
relevant Governing Documents and may differ with respect to specific Advisory Clients. It is
important that investors refer to the relevant Governing Documents for a complete understanding
of expenses and fees they may pay through an investment in any Advisory Client.

Capital IP is generally compensated for its advisory services through asset-based management fees
(“Management Fees”), the calculation of which are set forth in the Governing Documents of each
Advisory Client.

In addition, Capital IP, or the general partner of the applicable Advisory Client, is entitled to receive
performance-based profit distributions (referred to as “Carried Interest”), the calculation of
which are set forth in the Governing Documents of each Advisory Client.

For co- or sub-advisory services rendered to Other Advisory Accounts, Capital IP will ordinarily
be entitled to (a) either a one-time or annual Management Fee and (b) Carried Interest as provided
in pertinent Governing Documents.

Management Fees and Carried Interest distributions generally are not negotiable; however, Capital
IP may elect to reduce, otherwise modify, or waive the Management Fees or Carried Interest
distributions with respect to any Limited Partner. Management Fees for certain Advisory Clients
may be reduced for those Limited Partners who make a commitment above a defined threshold, as
described in the applicable Advisory Client’s Governing Documents or side letter agreements.
Capital IP is permitted to exempt the general partner and certain affiliates of Capital IP who invest
in the Advisory Clients from payment of all or a portion of Management Fees and/or Carried
Interest, including its personnel or other investors meeting certain qualification requirements.

Management Fees are typically paid quarterly in advance. Management Fees are typically funded
with capital contributions drawn for such purpose. Carried Interest distributions generally will be
distributed to Capital IP from time to time upon the disposition or receipt of proceeds in respect of
portfolio investments by an Advisory Client and are distributed to Capital IP in accordance with
the terms of the applicable Governing Documents.

Operating Expenses

Capital IP is responsible for paying its ordinary overhead expenses, such as facilities expenses and
compensation of its employees, including salaries, bonuses and employee benefits of their
personnel, office expenses, office equipment, office rental and utilities.

Each Advisory Client generally bears the costs and expenses relating to its activities and
operations, as provided in the respective Advisory Client’s Governing Documents. The Advisory
Clients will be responsible for all fees, costs and expenses related to the Advisory Client and its

activities including, without limitation: the Advisory Client’s share of any organizational expenses
(subject to the limitation set forth below); Management Fee; any placement fees (subject to the
Management Fee offset provisions set forth herein); corporate finance fees; any taxes, fees or other
governmental charges that may be levied or assessed directly against the Advisory Client and all
expenses incurred in connection with any tax audit, investigation, settlement or review of the
Advisory Client; all fees, costs and expenses incurred in connection with the business, affairs and
operations of the Advisory Client, including the sourcing, development, evaluation, negotiation,
valuation, due diligence, purchase, acquisition, holding, transfer or sale of any actual or
prospective portfolio investment (whether or not consummated, i.e., including broken-deal
expenses), including all commission, brokerage, valuation, appraisal, ratings, underwriting,
registration, legal, accounting, tax advisory, professional or consulting fees and expenses, travel
expenses (provided that Capital IP may instead be reimbursed for such expenses by portfolio
companies and such reimbursement will not constitute any Management Fee offset); fees and
expenses of any third-party administrator of the Advisory Client; all costs and expenses of
attending industry conferences in connection with sourcing and/or evaluating potential portfolio
investments; all costs, fees and expenses related to meetings with portfolio company personnel,
intermediaries and personnel affiliated with prospective portfolio companies or prospective
strategic partners of portfolio companies; all expenses related to an actual or prospective portfolio
company that such portfolio company agrees to reimburse the Advisory Client for in the future
(whether or not such amounts are actually reimbursed); all costs, fees and expenses incurred in
connection with the origination, development, diligence and execution of any portfolio investment,
including the costs and expenses of any operating advisors in connection therewith and the fees,
costs and expenses of any sourcing agents or their associated “search”, “roll-up,” “joint venture”
or acquisition company; all costs, fees and expenses of any litigation, director and officer liability
or other insurance and indemnification or extraordinary expense or liability relating to the affairs
of the Advisory Client, including the costs of prosecuting or defending any legal, regulatory,
administrative or other action (including settlement or review of business activities) of, for or
against Capital IP or its personnel or any of their respective affiliates to which they would be
entitled to indemnification pursuant to the Governing Documents; all costs, fees and expenses of
any key person life insurance relating to the death of any Capital IP principal and with the Advisory
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ITEM 7: TYPES OF CLIENTS

Capital IP provides discretionary investment advice solely to the Advisory Clients, which are
privately offered pooled and other investment vehicles, as described in Item 4 above.

Limited Partners of Advisory Clients are generally “accredited investors” within the meaning of
Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), and are generally
either “qualified purchasers” within the meaning of Section 2(a)(51) under the Investment
Company Act of 1940, as amended (the “Investment Company Act”), or “qualified clients”
within the meaning of Rule 205-3 under the Advisers Act. Each Advisory Client generally has a
minimum investment amount for third-party investors as provided in such Advisory Client’s
Governing Documents. Such minimum investment amount may be waived by Capital IP in its sole
discretion.