Carousel Capital Management Company LP

Item 5. Fees and Compensation

As compensation for investment advisory services rendered to the Carousel Funds, Carousel Capital
generally receives from each Carousel Fund an annual management fee payable quarterly in advance. For
most Carousel Funds, the management fee is initially 2% of aggregate investor capital commitments
throughout such fund’s commitment period (or until the occurrence of certain other events set forth in such
Carousel Fund’s Partnership Agreement, such as the date on which the initial capital call in respect of a
successor fund is due). After such period, the management fee is typically reduced to 2% of capital
contributions made with respect to investments for which there has not been a complete disposition or for
which the Carousel Fund is holding non-cash proceeds, adjusted to take into account permanent write
downs and write-offs for tax purposes of such investments or non-cash proceeds, as described in the
applicable Partnership Agreement. For certain Carousel Funds, the management fee is 1% of capital
contributions made with respect to investments for which there has not been a complete disposition or for
which such fund is holding non-cash proceeds, adjusted to take into account permanent write downs and
write-offs of such investments or non-cash proceeds, as described in the applicable Partnership Agreement.

Installments of the management fee payable for any period other than a full quarterly period generally are
adjusted on a pro rata basis according to the actual number of days in such period. The specific management
fees payable by a Carousel Fund or its investors are generally negotiated at the time the Carousel Fund is
formed or such investor is accepted into the Carousel Fund. Except where the governing agreements
expressly provide to the contrary, management fees will not be reduced (in whole or in part) in the case of
partial distributions or partial sales of investments. Except for rare circumstances described in the applicable
Partnership Agreement of each Carousel Fund or in an investor’s side letter, investors generally are not
permitted to withdraw or redeem interests in the Carousel Funds. Investors in the Carousel Funds also bear
certain fund expenses as further described below.

Upon termination of an advisory agreement, appropriate treatment will be given to all management fees
collected in advance. Management fees are paid by capital contributions from investors to each Carousel
Fund pursuant to capital call notices delivered by each General Partner to drawdown capital an investor
agrees to contribute to the applicable Carousel Fund (i.e., an investor’s “capital commitment”) or are paid
out of cash that is otherwise distributable to the investors in the Carousel Funds, including cash held by the
Carousel Fund after a portfolio investment of a Carousel Fund is disposed of and before the proceeds are
distributed to investors. Management fees are also permitted to be paid out of cash reserves of the applicable
Carousel Fund. Carousel Capital, in its sole discretion, reserves the right to exempt certain investors in
Carousel Funds, including the General Partners or their related persons, or reduce the management fee
otherwise payable by such investors.

In addition, as permitted under the respective Carousel Fund Partnership Agreement, Carousel Capital has
waived, and may in the future waive, a portion of the management fee it is entitled to receive in favor of a
right (a) to receive a priority interest in future distributions of fund profits equal to the waived amounts and
(b) to cause the Carousel Fund investors to contribute such waived amounts to such Carousel Fund on
Carousel Capital’s behalf; provided that in general at least 25% of the General Partner’s required capital
contributions will be contributed to the applicable Carousel Fund in cash. Any such waived portion of the
management fee reduces the amount of capital Carousel Capital would otherwise be required to contribute
to the respective Carousel Fund. Upon a waiver, the investors in a Carousel Fund are then required to make
a pro rata contribution according to their respective commitments to fund any such waived management
fee that Carousel Capital elects to treat as a contribution and, as a result, the exercise of such waiver in
certain cases can result in an acceleration of investor capital contributions. In addition, the exercise of such
waiver will affect the management fee offset calculations described below.

Each Carousel Fund will generally bear all out-of-pocket costs and expenses (including, without limitation,
travel, printing, legal and accounting fees and other expenses) of Carousel Capital, the General Partners,
the Partners and their respective affiliates incurred in the formation of such Carousel Fund or incurred in
connection with the offering, organization and funding of such Carousel Fund. In addition, each Carousel
Fund will generally bear all costs and expenses relating to or arising from such Carousel Fund’s, activities,
investments and business (to the extent not borne or reimbursed by a portfolio company or proposed
portfolio company), including, but not limited to, (i) all costs and out-of-pocket fees and expenses
attributable to sourcing, investigating, identifying, analyzing, pursuing, acquiring, purchasing, investing,
holding, monitoring, managing, evaluating, researching, diligencing, committing to, seeking disposition
and realization opportunities for and disposing of and realizing on the Carousel Fund’s investments and
prospective investments, whether or not consummated, including, but not limited to, commitment fees or
other lenders’ fees that become payable in connection with a proposed portfolio company investment, fees
and expenses related to negotiating non-disclosure and confidentiality agreements, travel costs and ancillary
expenses (including, without limitation, airfare (including business class or first class airfare or, if the
...

Item 7. Types of Clients

Carousel Capital currently provides investment advisory services to the Carousel Funds. Investment advice
is provided directly to the Carousel Funds, subject to the direction and control of the General Partner of
each such Carousel Fund, and not individually to the limited partners of such Carousel Fund (any such
limited partner, a “Limited Partner”).

Interests in the Carousel Funds (the “Interests”) are offered pursuant to applicable exemptions from
registration under the Securities Act and the 1940 Act. Investors in Carousel Funds include high net worth
individuals, banks, thrift institutions, pension and profit-sharing plans, trusts, estates, university
endowments, corporations, limited partnerships and limited liability companies or other business entities,
as well as persons affiliated with Carousel Capital.

The Carousel Funds generally require minimum investment commitment amounts from Limited Partners,
but such amounts have been and in the future could be reduced at the sole discretion of the General Partner
of the relevant Carousel Fund, subject to applicable legal requirements. Interests are offered and sold
generally to investors that are “accredited investors” as defined under Regulation D of the Securities Act.