Crayhill Capital Management LP

ITEM 5 – FEES AND COMPENSATION

A. Fees

Crayhill receives management fees from the Crayhill Funds for its advisory services as provided for in the
investment management agreement between Crayhill and each Crayhill Fund. An affiliate of Crayhill acting
as the general partner of the Crayhill Funds is entitled to receive incentive compensation from the Crayhill
Funds in the form of a carried interest in the profits generated by the Crayhill Funds. Such carried interest is
referred to herein as “Carried Interest.”

The “Management Fee” calculation methodology and percentage is determined on a Fund-by-Fund basis,
and the highest Management Fee rate is 1.5% (with a Carried Interest rate of 20%). Fees specific to each
Fund can be found within the relevant Crayhill Fund’s offering documents.

While Clients themselves do not negotiate fees, investors in those Clients do enter into side letters relating
to management fees and carried interest that effectively reduce the aggregate fees charged to Clients.

Transaction fees earned by and paid to Crayhill or an affiliate solely in connection with partnership
investments are generally applied against and offset management fees charged to the investors.

B. Charging Fees

The Firm primarily deducts management fees from client assets or, from time to time, may bill Clients for
fees incurred. Such fees are paid quarterly in advance or in arrears, depending on the Client.

Carried Interest, where applicable, is payable after investors have received a return of their capital
contributions, a hurdle rate of return, or some other contractually-specified return or distribution.

C. Other Fees and Expenses

The Crayhill Funds are responsible for the legal, accounting, administrative, fundraising and marketing
expenses (including (i) expenses associated with travel to meet prospective investors, and meetings with
prospective investors, and (ii) any expenses incurred in connection with attending industry conferences in
connection with meeting prospective investors) and other expenses associated with its organization and the
organization of the general partner (including their respective partnership and operating agreements) and
the offering of the interests in the Crayhill Funds, including any “blue sky” filing costs and any out-of-pocket
expenses.
In addition, the Crayhill Funds will bear the costs and expenses directly related to their portfolio investments
or prospective investments (whether or not consummated), including but not limited to brokerage
commissions, interest on borrowings, fees and profit-sharing payments due to unaffiliated advisors and
consultants, travel expenses, specific expenses incurred in obtaining or maintaining systems, research and
other information utilized with respect to the Crayhill Funds’ investment programs and any taxes or
governmental charges (including any withholding or transfer taxes) imposed on the Crayhill Funds. The
Crayhill Funds will also bear all out-of-pocket costs of their administration, including accounting, audit,
administration, regulatory, compliance and legal expenses, costs of any litigation or investigation involving
Crayhill Fund activities, and third-party costs associated with reporting and providing information to existing
and prospective investors. Generally, expenses of the Crayhill Funds will be borne pro rata by their investors.

The Crayhill Funds will not have their own separate employees or offices, although its portfolio companies
may. The Crayhill General Partners and the Firm will be responsible for its own general operating and
overhead costs (excluding any fund accounting or administrative functions and related expenses) regardless
of whether the services giving rise to such expenses are performed by internal staff of the Firm or by third
parties.

The Clients may incur brokerage and other transaction costs. Please see Item 12 for a further description of
such brokerage costs.

D. Timing of Fee Payments

As described above, management fees are generally paid by the Clients quarterly. Accounts initiated or
terminated during the relevant periods are charged pro-rated fees.

E. Payments to Supervised Persons

Neither the Firm nor any of its supervised persons directly or indirectly receive any compensation from the
sale of securities or other investment products.

ITEM 7 – TYPES OF CLIENTS

Crayhill provides investment advisory services to the Crayhill Funds. Currently, the Firm provides
discretionary investment advice to the Crayhill Funds. Investors in the Clients may include pension plans,
insurance companies, foundations, endowments, funds of funds, other institutional investors and high net
worth individuals. The minimum investment in the Crayhill Funds is generally $10 million (although the
general partner of the Crayhill Funds has the right to accept investments of lower amounts).