Chicago Growth Partners LLC

FEES AND COMPENSATION

         In general, the General Partners receive a Management Fee (as defined below) and a
carried interest in connection with advisory services. The General Partners or other CGP entities
or affiliates receive additional compensation in connection with management and other services
performed for portfolio companies (e.g., monitoring and other fees) of Partnerships and a portion
of such additional compensation will offset in part the management fees otherwise payable to the
applicable General Partner. Investors in the Partnerships also bear certain fund expenses.

Management Fee

       Blair Fund VI and Blair Fund VII

        Each of Blair Fund VI and Blair Fund VII pays the applicable General Partner, quarterly
in advance, a management fee (the “Management Fee”) equal to a maximum of 2.0% on an
annual basis of each such Partnership’s aggregate investor capital commitments
(“Commitments”). Investors participating in a closing after the initial closing bear the
Management Fee from the initial closing. Following the sixth anniversary of the commencement
of the applicable Partnership, the Management Fee rate will be reduced in increments of 0.2%
each year (i.e., the Management Fee will equal 1.8% in year 7, 1.6% in year 8, 1.4% in year 9,
etc.). In addition, at such time as capital contributions which have not been returned through
distributions or permanently written down (“Unreturned Capital”) are less than 40% of the
aggregate capital contributions made since the inception of the applicable Partnership, the
Management Fee will equal 2.0% of Unreturned Capital.

       Blair Fund VI has ceased paying a Management Fee to Blair VI.

       Blair Fund VII has ceased paying a Management Fee to Blair VII.

       CGP Fund I and CGP Fund II

        Each of CGP Fund I and CGP Fund II will pay the applicable General Partner, quarterly
in advance, a Management Fee equal to 2.0% on an annual basis of aggregate Partnership
Commitments. Investors participating in a closing after the initial closing of a Partnership bear
the Management Fee from the date of the initial closing of such Partnership. After the sixth
anniversary of the commencement of the applicable Partnership, the Management Fee will be
reduced and will equal 2.0% of (a) the aggregate funded Commitments, less (b) distributions
constituting a return of capital and the aggregate amount of permanent write-offs.

       As permitted under the Partnership Agreement for CGP Fund I and CGP Fund II, the
General Partner may waive or agree to reduce the Management Fee. Any such waived or
reduced portion of the Management Fee reduces the amount of capital the General Partner would
otherwise be required to contribute to the Partnership. The limited partners of the Partnership
may be required to make a pro rata contribution according to their respective the Commitments
to fund any contribution that would otherwise be required of the General Partner in connection
with any such waiver or reduction as described above and, as a result, the exercise of such
waiver may result in an acceleration of investor capital contributions.

       Payment Terms and Management Fee Offsets

        The Management Fee generally will be payable until all portfolio investments are
distributed or until the applicable General Partner’s relationship with the Partnership is
terminated for other reasons (as described in the Partnership Agreement). Installments of the
Management Fee payable for any period other than a full three-month period are generally
adjusted on pro rata basis according to the actual number of days in such period.

        The Management Fee is generally reduced by a specified percentage of any directors’
fees, financial consulting fees, advisory fees, professional services or break-up fees paid by
portfolio companies to a General Partner, the Management Company or their affiliates, partners,
members, officers or employees (such fees, “Supplemental Fees”). In the case of Blair Fund VI
and Blair Fund VII, such Supplemental Fees are first used to reimburse the Partnership for all
costs and expenses not previously reimbursed to the extent incurred by it in connection with any
consummated or unconsummated transaction prior to offsetting the Management Fee. To the
extent that such an offset credit would reduce the Management Fee for a given three-month
period below zero, the credit will be carried forward for future application against payable
Management Fees. With respect to CGP Fund I and CGP Fund II, to the extent any such excess
remains unapplied upon dissolution of such Partnership, each partner of such Partnership will
receive its share of such unapplied excess, unless such partner elects not to receive its share. To
the extent that any other Fund or any other entity or individual co-invests alongside the
Partnership in any portfolio company investment, any Supplemental Fees will be allocated pro
rata among the Partnership and the co-investors in proportion to the cost of the investment in the
portfolio company borne by each.

Carried Interest

        The General Partner of each Partnership is entitled to a carried interest with respect to
such Partnership equal to 20% of all profits in excess of an 8% (7% for Blair Fund VII)
compound preferred return, subject to a General Partner catch-up provision, as more fully
described in the Partnership Agreement of the applicable Partnership. There is no preferred
return to the limited partners with respect to profits in Blair Fund VI. The carried interest
distributed to the General Partner is subject to a potential giveback at the end of the life of the
Partnership if the General Partner has received excess cumulative distributions.

Other Information

       The Partnerships and other Funds generally invest on a long-term basis. Accordingly,
investment advisory and other fees are expected to be paid, except as otherwise described in the
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TYPES OF CLIENTS

         The Advisers provide investment advice to Funds, including the Partnerships. Funds are
investment partnerships or other investment entities formed under domestic or foreign laws and
operated as exempt investment pools under the Investment Company Act of 1940, as amended
(the “Investment Company Act”). The investors participating in Funds may include
individuals, banks or thrift institutions, other investment entities, pension and profit-sharing
plans, trusts, estates or charitable organizations or other corporations or business entities and
may include, directly or indirectly, principals or other employees of the Advisers and their
affiliates.

        The minimum investment for third-party investors in each Partnership is as follows: (a)
$2 million for Blair Fund VI; (b) $3 million for Blair Fund VII; and (c) $5 million for each of
CGP Fund I and CGP Fund II. The minimum investment for a Partnership may be waived by the
applicable General Partner. Interests in Blair Fund VII QP, CGP Fund I and CGP Fund II are
generally offered and sold to investors that are (i) “accredited investors” as defined under
Regulation D of the Securities Act of 1933, as amended and (ii) either “qualified purchasers” or
“knowledgeable employees” as defined under the Investment Company Act. Interests in Blair
Fund VI and Blair Fund VII Main are offered and sold solely to certain qualified investors who
are also accredited investors.

        Certain affiliates and personnel of CGP and other third party investors may be permitted
to co-invest directly in a particular portfolio company or in a holding company which holds the
equity in the portfolio company directly. The Advisers will select which investors are permitted
to participate in such co-invest opportunities based on various factors, including the
sophistication of the investor, the ability of the investor to fund and complete the investment on a
timely basis and for strategic or other reasons as may be more fully described in the applicable
Partnership’s Partnership Agreement. The Advisers are not obligated to make co-investment
opportunities available to any particular investors or limited partners.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        The principal investment strategy of CGP is to seek to achieve long-term capital
appreciation, primarily by acquiring equity and equity-related securities and debt in small to
medium sized, private growth companies. CGP primarily pursues companies in the following
sectors:   business and consumer services, growth-oriented industrials and healthcare.
Investments are predominantly of non-public companies although investments in public
companies are permitted, subject to certain restrictions in the Partnership Agreement.

        The following is a summary of the investment strategies and methods of analysis
generally employed by the Advisers on behalf of the Partnerships. More detailed descriptions of
the Partnerships’ investment strategies and methods of analysis are included in the applicable
private placement memorandum and Partnership Agreement for each Fund. There can be no
assurance that the Advisers will achieve the investment objectives of the Partnerships, and a loss
of investment may be possible.

Investment and Operating Strategy

        The Advisers’ investment strategy incorporates the following elements: (i) multi-faceted
origination capabilities; (ii) disciplined investing; (iii) diversification; (iv) transaction control;
and (v) active portfolio management.

        Sourcing Deals. The Advisers employ consistent, targeted marketing efforts in order to
source proprietary deal flow as well as to provide access to deal flow through limited auction
processes. The Advisers believe they have developed strong relationships with service providers
including lawyers and accountants, financing sources and with the portfolio company executives
with whom the Advisers have previously invested. The Advisers seek to leverage these
relationships to support industry-targeted marketing efforts, aimed at identifying quality, small to
medium sized growth-oriented companies that compete in these markets. The Advisers’ direct
marketing efforts include quarterly newsletters to update the marketplace on recent happenings
of CGP and its portfolio companies, formal relationships with deal sourcing firms, direct calling
efforts and relationships with search firms. In a number of instances, the Advisers have
coordinated direct marketing efforts on behalf of their portfolio companies to solicit acquisition
opportunities. The Advisers also seek to proactively market to small and middle market
investment bankers, buy-side agents, boutique intermediaries and other deal brokers. The
objective of these efforts is to see as many high-quality deals as possible in an effort to ensure
that the Advisers are reviewing the opportunities that best fit CGP’s investment criteria. While
the Advisers do not believe that they depend on these sources for investment opportunities, the
Advisers recognize that many quality companies utilize investment bankers and these channels
represent a source of high-quality deal flow. The Advisers will participate in auctions where
they believe that they have an advantage relative to other bidders, either through industry
knowledge or through a prior relationship with the seller intermediary.

       Upfront Screening. The Advisers utilize a disciplined, rigorous investment screening
process focused on growth investments. The Advisers focus on areas where CGP has previously

invested, including markets with above average, sustainable growth rates and companies which
are well positioned in those markets. As part of the comprehensive upfront screening process,
the Advisers aim to complete detailed analyses of the target’s growth prospects, end-markets,
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