DC Capital Partners Management LP

Item 5. Fees and Compensation

    A. The Offering Documents disclose the fee structure for each Fund. The Funds are offered only to
       “accredited investors” or “qualified purchasers” as defined in Regulation D the Securities Act of
       1933, as amended. As outlined in the Offering Documents, the Funds will pay a management fee
       to DC Capital commencing on the initial closing date. During the investment period, the
       management fee will equal 2% per annum of aggregate commitments, payable in quarterly
       installments in advance. After the investment period, the management fee will equal 2% per
       annum of the aggregate amount of investment contributions with respect to portfolio investments
       of the Funds (to be reduced by the amount of any net write-downs of such portfolio investments)
       other than realized portfolio investments, determined on the last day of the immediately preceding
       period with respect to which a determination is being made. The management fee is subject to
       certain other reductions and recalculations, as fully disclosed in the Offering Documents. The

        Funds’ general partner (“General Partner”), in its sole and absolute discretion, may waive or
        reduce the management fee and/or carried interest distributions that would otherwise be
        chargeable in respect of certain investors with respect to their investments in the Funds or with
        respect to any particular co-investment opportunity. The General Partner will waive the
        management fee and carried interest distributions with respect to Exempt Investors as defined by
        the Limited Partnership Agreement: (a) members of the Board of Advisors; (b) employees
        (including family members thereof) of the General Partner and/or the Firm; and (c) principals or
        affiliates of certain advisors to the Funds (for the avoidance of doubt, including without
        limitation, any placement agent providing services to the Partnership).

    B. DC Capital deducts the management fee from Fund accounts quarterly in advance. The Funds are
       closed end private equity funds with no provision for redemptions prior to the conclusion of the
       Funds. The General Partner may reduce or waive the management fee with respect to any Fund or
       investor.

    C. In addition to the management fees described above, each Fund is responsible for certain other
       expenses as disclosed in the Offering Documents. These expenses include but are not limited to:
       (i) up to a certain amount as defined in the Offering Documents of organizational expenses of the
       Funds (including the out-of-pocket expenses of the Firm and the Funds’ General Partner incurred
       in connection with the formation of the Funds, up to certain amounts as detailed in the Offering
       Documents); (ii) fees and expenses of professional advisors such as legal counsel, consultants and
       accountants; (iii) expenses of the Funds’ advisory committee and annual meetings of the partners,
       (iv) costs of insurance and other expenses associated with the acquisition, holding and disposition
       of investments whether or not consummated; (v) all extraordinary expenses of the Funds (such as
       any indemnity or litigation expense); and (vi) any taxes, fees or other governmental charges
       levied against the Fund.

        The Funds incur brokerage costs if applicable; however, due to the nature of the Firm’s business,
        broker-dealers are not generally used. See Item 12 – Brokerage Practices.

       At the General Partner’s discretion, operating expenses may be paid either out of amounts
       otherwise available for distribution to investors or by drawdowns of the investors’ unfunded
       commitments. Please refer to the relevant Fund’s Offering Documents for a complete
       understanding of each Fund’s fees and expenses. The information contained herein is a summary
       only and is qualified in its entirety by the relevant Fund’s Offering Documents.

    D. Management fees are paid by the Firm’s Funds in advance on a quarterly basis, as discussed
       above.

    E. Neither DC Capital nor any of DC Capital’s supervised persons accept compensation for the sale
       of securities or other investment products.

Item 7. Types of Clients

       DC Capital provides investment advisory services to pooled investment vehicles that operate as
       exempt investment companies under the Investment Company Act of 1940, as amended. The
       minimum investment in the Funds is typically $10,000,000, although DC Capital maintains
       discretion to individually waive or reduce the minimum investment required on a case-by-case
       basis.