Crestview Advisors LLC

Fees and Compensation
Management Fees and Carried Interest Distributions

Crestview receives management fees, and the General Partners are expected to receive carried
interest distributions, from Crestview’s private funds. Management fees generally equal 1.75% or
2% of each investor’s capital commitment during a fund’s commitment period and 1.5% of
invested capital thereafter, subject to certain adjustments. For example, amounts equal to
organizational expenses over a certain dollar amount, placement fees funded by a Crestview
private fund and a portion of transaction fees and special income received by Crestview (including
financial advisory fees, break-up fees, net monitoring fees, director fees and other similar fees,
which at times include lump-sum, or termination payments in respect of such fees in the event of
the sale or initial public offering of the relevant portfolio company or other termination of the
arrangement) are reduction items in computing the management fee. Any direct, unreimbursed
monitoring expenses generally result in a reduction in the calculation of net monitoring fees. In
addition, amounts equal to a portion of the cost of investments funded (or to be funded) by the
investors in a Crestview private fund will reduce the management fee. Management fees generally
are due in advance on a quarterly basis and are collected directly by Crestview from the private
funds.

Carried interest distributions are typically 20% of the investors’ gains realized on the disposition
of investments after returning invested capital, management fees and other expenses and priority
returns to the investors, subject to catch-up provisions that are described in detail in each private
fund’s confidential offering materials. Carried interest distributions are generally made at the time
that a private fund disposes of an investment and are subject to a potential clawback depending on
the aggregate return of all of the fund’s investments. Depending on the particular fund, such
clawbacks occur during the fund’s term and/or at the end of its term.

Crestview and the General Partners are entitled to reduce or waive management fees or carried
interest distributions at their discretion. In addition, Crestview and the General Partners enter into
side letter arrangements with particular investors in a private fund which alter or supplement the
terms of the governing documents (including the terms related to fees) of such fund with respect
to such investors.

Transaction Fees and Special Income Received by Crestview

Crestview receives all transaction fees and special income with respect to its private funds and
their investments (including financial advisory fees, break-up fees, net monitoring fees, director
fees and other similar fees, which at times include lump-sum, or termination payments in respect
of such fees in the event of the sale or initial public offering of the relevant portfolio company or
other termination of the arrangement), but an amount equal to a portion of such fees and income
received by Crestview will reduce the management fees owed by the Crestview private funds. Any
direct, unreimbursed monitoring expenses generally result in a reduction in the calculation of net
monitoring fees. The amount equal to the portion of such fees and income that is considered a
negative item in computing the management fee is described in detail in each fund’s confidential
offering materials.

If Crestview or a co-investor in a particular investment receives transaction fees or special income
of the type referred to in the preceding paragraph, the portion of such fees or income received by,
on behalf of or with respect to such co-investor would not reduce the management fee payable by
any Crestview private fund that has also invested in such investment. As a result, the Crestview
private fund would, in such a case, only benefit with respect to its allocable portion of any such
fee or income and not the portion of any fee or income that relates to such co-investor, which could
be significant.

Other Fees and Expenses Borne by the Private Funds

Crestview’s private funds pay, and the investors in those funds indirectly bear, a number of other
fees, costs, liabilities, expenses and obligations. These vary from private fund to private fund and
in many cases are limited by the applicable private fund’s limited partnership agreement or other
governing documents, but generally include, without limitation, fees, costs, liabilities, expenses
and obligations associated with the following:

•   the investigating, evaluating, originating, structuring, making, holding, managing, valuing,
    hedging, sale or proposed sale of investments, or any fees, costs, expenses, liabilities and
    obligations associated with proposed investments that are ultimately not made, together
    with any associated legal, financing, commitment, transaction, origination or fairness
    opinions or other fees and expenses payable to attorneys, accountants (including allocable
    compensation

•   for in-house attorneys and accountants (which, for the avoidance of doubt, may include an
    allocable portion of any overhead (including salaries, benefits and rent), support staff and
    other similar expenses) based upon time spent and which, together with any applicable
    overhead borne by the General Partners, may not exceed fees payable to Crestview’s
    private funds’ primary outside counsel or accountants, as applicable, with similar
    experience), tax professionals, investment bankers, lenders, third-party software and
    service providers, consultants and similar professionals (including consultants and other
    expenses related to environmental, social and governance (“Responsible Investing”) due
    diligence, training and other Responsible Investing initiatives) in connection therewith and
    any fees and expenses related to transactions that have been offered to co-investors;
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Types of Clients
Crestview provides advisory services to privately offered pooled investment vehicles that make
private equity investments. The minimum capital commitment to invest in one of the private funds
advised by Crestview is typically $1 million, but the General Partner for each fund reserves the
right to reduce or waive this minimum.

Methods of Analysis, Investment Strategies and Risk of Loss
Crestview’s private funds tend to invest in middle-market companies that are active in media,
financial services and industrial sectors. Crestview’s private funds target approximately $100

million to $300 million equity investments in companies with enterprise values that are typically
between $250 million and $1 billion.

Crestview often sources transaction opportunities from its extensive professional network and
seeks to negotiate transactions on an exclusive basis. The private funds advised by Crestview
generally make investments with a contrarian theme with the belief that assets or sectors that are
out of favor can yield attractive opportunities for returns. Crestview generally evaluates
approximately 200 potential investment opportunities each year, with the expectation of
completing two to four transactions annually.

Each potential investment is reviewed by one or more investment professionals, generally a
Partner, Senior Advisor, Principal or Vice President, who make an initial determination regarding
its attractiveness. These preliminary decisions are based on a number of important criteria,
including an evaluation of the quality of the business, the competitive dynamic and fundamental
position of the industry, competitive advantages and disadvantages, the management team,
potential valuation, transaction dynamics, likely competition for the transaction, potential upside,
downside risk and the private funds’ relative advantages compared to other potential investors. In
general, Crestview will not pursue an opportunity unless Crestview believes that its private funds
have a significant edge— superior insight, information, relationships, potential value to add and/or
ability to move quickly and decisively.

Potential investment opportunities that pass the initial review are discussed with the investment
committee of a private fund’s General Partner (each, an “Investment Committee”). Certain senior
investment professionals of the firm (Messrs. Cassidy, Delaney, Kilpatrick, Murphy, Volpert and
Williams) currently compose the Investment Committee for each of Fund I, Fund II, Fund III, CV-
A, Fund IV and Fund V. The approval of a supermajority of the members of the relevant Investment
Committee, as well as the approval of the chairman of the Investment Committee (currently, Mr.
Volpert), is required to approve the making of any investment by Fund I, Fund II, Fund III, CV-A,
Fund IV or Fund V, as the case may be, other than a follow-on investment as defined in the
constituent documents of those funds. The approval of a majority of the members of the relevant
Investment Committee, as well as the approval of the chairman of the Investment Committee, is
required to approve (i) the making of any follow-on investment, (ii) the sale, disposition or other
realization of any investment or (iii) any other matter relating to an investment held by any fund.

Although the private funds may invest alongside other investors in a particular portfolio company,
the investment decisions of the private funds are the responsibility of the respective Investment
Committees.

Approved potential investments are assigned to an investment team generally composed of one or
more Partners and additional investment professionals. The investment team is then responsible
for Crestview’s comprehensive due diligence efforts, budget, structuring, contract negotiations and
financing. The team submits a report to the relevant Investment Committee for discussion
regarding whether to proceed with the investment, and Investment Committee approval is required
at each critical stage of a transaction, such as the decision whether to proceed with full due
diligence (which generally entails engaging outside advisors) and whether to commit the private
fund’s capital to the investment.

Due diligence efforts are supported by industry consultants and advisers that, in Crestview’s
experience, add valuable perspectives and expertise. For previous investments, Crestview and its
private funds have retained the services of Paul, Weiss, Rifkind, Wharton & Garrison LLP; Davis
Polk & Wardwell LLP; Gibson, Dunn & Crutcher LLP; Vinson & Elkins LLP;
PricewaterhouseCoopers LLP; Ernst & Young LLP; Malk Partners and Lockton, Inc., among
others. Crestview often relies as well on the expertise of its Senior Advisors.

Following an investment, the investment team responsible for such investment continues to have
primary responsibility for monitoring the portfolio company’s performance. Material events and
disposition opportunities are discussed at Crestview’s weekly staff meetings.

Despite Crestview’s efforts to identify promising investment opportunities for its private funds, an
investment in the private funds entails a high degree of risk. Risks associated with an investment
in the private funds are described in detail in the funds’ confidential offering materials. These risks
include, but are not limited to, the following:

   •   No assurance of return – There can be no assurance that the private funds’ investment
       objectives will be achieved or that there will be any return of capital.

   •   Concentrated investments – The private funds will make relatively few investments, so
       poor performance by any investment could have a materially adverse effect on the funds.

•   Long-term investment with limited transferability – Capital committed to one of
    Crestview’s private funds is expected to be invested in portfolio companies for many years.
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