Cyprium Investment Partners LLC

Item 5. Fees and Compensation

As compensation for investment supervisory services rendered to the Funds and the Managed
Accounts, the Adviser receives from each such Fund (including Alternative Investment Vehicles)
and Managed Accounts an advisory fee (each, an “Advisory Fee”) typically calculated based on
committed capital and, in the case of an SBIC, assumed SBA leverage, or remaining invested
capital, with respect to such Fund. Advisory Fees paid by a Fund are indirectly borne by investors
in the Fund.

The precise amount of, and the manner and calculation of, the Advisory Fees for each Fund and
Managed Account are established by the Adviser, as modified by negotiations with investors in
the applicable Fund or Managed Account participant and are set forth in such Fund’s or Managed
Account’s Advisory Agreement, organizational documents and/or other documentation. The
Advisory Fees and other fees and distributions described above are generally subject to waiver or
reduction by the Adviser in its sole discretion, both voluntarily and on a negotiated basis with
selected investors. The fee structures described above have and, in the future, may be modified
from time to time. Fees have and, in the future, may differ from one Fund to another, as well as
among investors in the same Fund.

Certain investors in the Funds that are employees of the Adviser will typically not pay Advisory
Fees in connection with their investment in a Fund. Notwithstanding that such investors will
generally not pay Advisory Fees; they will pay for their pro rata share of certain Fund expenses or
the pro rata portion of such investors’ expenses will be allocated to the Adviser or the General
Partner of the applicable Fund.

Advisory Fees billed to and received from the Funds vary Fund by Fund and have been and may
in the future be payable quarterly in advance on the first day of the calendar quarter or following
the commencement of each period.

Upon termination of an Advisory Agreement, Advisory Fees that have been prepaid are generally
returned on a prorated basis.

The Advisory Fees paid by a Fund will generally be reduced by (1) the amount of fees paid by
such Fund to persons acting as a placement agent in connection with the offer and sale of interests

in such Fund to certain potential investors, (2) the fees incurred by the Adviser in connection with
the organization of such Fund that exceed a limit specified in such Fund’s limited partnership
agreement or analogous organizational documents and/or (3) certain Other Fees (as defined below)
received by the Adviser or its affiliates. The amount and manner of such reduction is set forth in
the Advisory Agreement and/or organizational documents of the applicable Fund and Managed
Account. To the extent an Other Fee relates to more than one Fund or Managed Account, the
Adviser shall allocate the resulting Advisory Fee reduction among the applicable Fund(s) or
Managed Accounts in proportion to their interest (or prospective interest) in the portfolio company.
As some Funds may not pay Advisory Fees, any such reduction will not benefit such Funds.
Generally, the portion of Other Fees allocable to capital invested by a Fund, co-investment vehicle
or third-party investor that does not pay Advisory Fees will be retained by the Adviser and such
amounts will not offset any Advisory Fee. In addition, the Adviser has and in the future may waive
or reduce all or a portion of the Advisory Fee paid by a Fund in full or partial satisfaction of any
obligation of the Adviser and certain employees and affiliates of the Adviser to invest in such
Fund.

In addition to the Advisory Fees and Carried Interest, the Adviser and its affiliates have and may
in the future receive a variety of other fees relating to the investment activities of a Fund or
Managed Account and its portfolio companies including transaction fees, monitoring fees, director
fees, financial advisory fees, organization and financing fees, operational fees, commitment fees,
break-up and topping fees, divestment fees, termination fees, project fees, fees relating to the
arrangement of acquisitions or other financial restructuring, investment banking fees, and/or other
types of management consulting and other similar operational and financial matters and/or fees
and annual retainers from, or with respect to, the portfolio companies (collectively, “Other Fees”).
The amount and timing of Other Fees received by the Adviser or its affiliates are generally
specified in the agreement or other documentation governing the applicable transaction.
Generally, under the terms of the applicable organizational documents of the Fund and Managed
Account, for purposes of calculating any Advisory Fee offset, Other Fees are net of out-of-pocket
costs and expenses incurred by the Adviser in connection with consummated or unconsummated
transactions or in connection with generating any such fees. These fees are often substantial and
may be paid in cash, in securities of the portfolio companies or investment vehicles (or rights
thereto) or otherwise. Although Other Fees are in addition to the Advisory Fees, the Adviser will
in some circumstances reduce the amount of Advisory Fees paid by the applicable Fund and
Managed Account in connection with the receipt of such fees. The amount and manner of such
reduction is set forth in the Advisory Agreement and/or organizational documents of the applicable
Fund and Managed Account. To the extent an Other Fee relates to more than one Fund or Managed
Account, the Adviser shall allocate the resulting Advisory Fee reduction among the applicable
Fund(s) or Managed Account(s) in proportion to their interest (or prospective interest) in the
portfolio company. Generally, the portion of Other Fees allocable to capital invested by a Fund,
co-investment vehicle or third-party investor that does not pay Advisory Fees will be retained by
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Item 7. Types of Clients

The Adviser currently provides investment supervisory services to the Funds and certain
institutional investors through Managed Accounts. Investment advice is provided directly to the
Funds and not individually to investors in such Fund.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the 1940 Act. Investors in the Funds are generally “qualified purchasers” as
defined in the 1940 Act, and have and may in the future include, among others, high net worth
individuals, insurance companies, banks, pension and profit-sharing plans, trusts, estates,
charitable organizations, corporations, limited partnerships and limited liability companies or other
entities.

The Adviser does not have a minimum size for a Fund, but minimum investment commitments
have been and, in the future, may be established for investors in the Funds. The General Partner
of each Fund has and, may in the future, in its sole discretion permit investments below the
minimum amounts set forth in the offering documents of such Fund.