Council Capital Funds Management LLC

Item 5: Fees and Compensation

The fees and expenses applicable to the Funds are set forth in detail in each of the Funds’ respective
offering documents (e.g., private placement memorandum, limited partnership agreement, limited
liability company agreement, and subscription agreement, collectively, with respect to any
Fund, the “Fund Documents”). A brief summary of fees and expenses is provided below.

Management Fees
CCFM (through the CCFM affiliates) is entitled to receive management fees (“Management
Fees”) for the investment management and advisory services provided to the Funds. Management
Fees are typically calculated based on committed capital, with respect to each Fund, at rates
between 1.5% and 2.5%. Management Fees may be reduced during the life of a Fund. Management
Fees paid by a Fund may also be reduced by other fees or compensation received by CCFM or its
affiliates that relate to such Fund’s activities and investments, or by certain organizational or other
expenses borne by such Fund, as described in more detail below. Management Fees paid by a Fund
are indirectly borne by investors in such Fund. ViaQuest Equity, VQ-CC, and STPT do not pay a
management fee; however, CCFM affiliates may have accrued payments in respect of a
management services agreement with the co-invest vehicles that will be offset against future
Management Fees of the Funds, as described in “Other Fees” below.

Management Fees are paid quarterly in advance (per the dates set forth in the relevant Fund
Documents).

The precise amount of, and the manner and calculation of, the Management Fees for each Fund
are established by CCFM and are set forth in such Fund’s Advisory Agreement and/or the Fund
Documents received by each investor prior to investment in such Fund. Fees may differ from one
Fund to another.

CCFM may cause all or any portion of any payment of the Management Fee paid by any Fund to
be deferred or waived from time to time in its sole discretion.

Other Fees
Transaction fees, monitoring fees, directors’ fees, break-up fees and other similar fees from
portfolio companies (or potential portfolio companies in the case of break-up fees) received by
CCFM or one or more of its affiliates (“Other Fees”) will reduce the Management Fee by an
amount specified in the relevant Fund Documents. In general, the offset is 100% net of taxes.

CCFM may retain persons (“Shared Portfolio Executives”), either as independent contractors or
as employees, for the purpose of providing services to portfolio companies of any Fund comparable
to services otherwise provided by a chief financial officer, chief operating officer, or other
executive. Any such Shared Portfolio Executives shall be compensated by CC IV Funds to the
extent their compensation is not otherwise paid by portfolio companies. In addition, one or more CEO
Council Members may serve as board members for portfolio companies and/or may be involved
operationally and, if serving in such capacity, may in unusual circumstances be compensated by
the Funds to the extent their compensation is not otherwise paid by portfolio companies. These
amounts are not included in Other Fees defined above.

Carried Interest Allocations
In addition to Management Fees, in general CCFM affiliates are also entitled to receive a carried
interest or incentive allocation from each Fund of up to 20% of the cumulative net profits of such
Fund after full return of capital. A CCFM affiliate’s entitlement to carried interest is subject to
clawback provisions and other more detailed allocation and distribution provisions set forth in the
Fund Documents of each Fund. CCFM may waive carried interest in its sole discretion.

Expenses

Fund Expenses

Expenses attributable to each Fund are described in the respective Fund’s Fund Documents. Fund
expenses may include, but are not limited to, the following:
   •   organizational expenses of such Fund;
   •   liquidation expenses of such Fund;
   •   filing fees of such Fund under all U.S. federal, state, county, municipal and non-U.S. laws,
       statutes, and ordinances, and the rules and regulations thereunder;
   •   commissions or brokerage fees or similar charges incurred in connection with the purchase
       or sale of securities (including any merger fees payable to third parties and whether or not
       any such purchase or sale is consummated);
   •   fees (if any) and expenses of members of the investment advisory committee, and/or
       advisory board of such Fund (including travel-related costs and expenses);
   •   meeting, travel and other operating expenses of the CEO Council Members and any Shared
       Portfolio Executive;
   •   the costs and expenses (including travel-related expenses) of hosting annual or special
       meetings for the investors of such Fund, or otherwise holding meetings or conferences with
       investors of such Fund, whether individually or in a group;
   •   interest expense for borrowed money (if any) and all expenses incurred in connection with
       the securing of financing, including without limitation expenses related to the negotiation
       and documentation of agreements with one or more lenders and interest and other costs,
       fees, charges, and assessments respecting funds borrowed by such Fund;
   •   all expenses relating to litigation and threatened litigation involving such Fund;
   •   fees and expenses attributable to normal and extraordinary investment banking,
       commercial banking, brokerage, accounting, appraisal, legal, custodial, disbursing agent
       and registration services provided to such Fund;
   •   expenses attributable to outsourced bookkeeping or administrative services, any expenses
       attributable to technical and marketing consulting services related to any portfolio company
       investment of such Fund;
   •   out-of-pocket travel expenses incurred by the General Partner of the Funds in investigating,
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Item 7: Types of Clients

CCFM provides investment management and advisory services, as described above in Item 4,
“Advisory Business”, to the Funds. Investment advice is not provided individually to the limited
partners of the Funds. Investment in the Funds is generally only available to institutional investors
and certain high net worth investors that are “accredited investors”, “qualified clients” and
“qualified purchasers”, within the meaning of the Securities Act, the Advisers Act and the
Investment Company Act, respectively. Investments may be accepted from certain investors who
are not “qualified purchasers”, but who are “accredited investors” and “qualified clients”, in the
discretion of CCFM or the General Partner. If an investment is accepted from any investor who is
not a “qualified client”, such investor will not be required to pay any performance fees in
connection with its investment.

Investors in the Funds are generally required to make a capital commitment or investment of no
less than a required minimum amount as set forth in each of the Funds respective governing
documents. At its discretion, CCFM or the General Partner may waive or lower the minimum
capital commitment amount.