Dominus Capital Management LP

Item 5 – Fees and Compensation

Fees, compensation, and expenses are further explained in each Fund’s Governing
Documents, and investors should consult those Governing Documents for additional
information. The Funds generally invest on a long-term basis. Accordingly, investment
advisory and other fees are expected to be paid, except as otherwise described in the
Governing Documents, over the term of the relevant Fund, and investors generally are not
permitted to withdraw or redeem interests in the Funds.

Management Fees

Dominus Capital generally charges each Fund a management fee (the “Management Fee”).
Upon termination of a Fund, any prepaid, unearned fees will be promptly refunded, to those
investors that elect to receive the refund. Dominus Capital generally collects its Management
Fees in advance of the payment term’s close on a quarterly basis. Currently, Fund II’s and

Fund III’s Management Fee is based on the investor’s invested capital. Fund IV will not pay a
Management Fee until this Fund has been activated. Once Fund IV is activated, its
Management Fee is based on the investor’s committed capital. Following the application of
any offsets or other fees as described below, fees are collected through a wire transfer from
the applicable investor to the adviser or to the adviser through the Fund account, following
a capital call as needed. Where a line of credit has been established for a given Fund, such
Fund uses its line of credit to fund the management fee on the management fee due date. A
capital call is issued within six months to repay the line of credit, and the investors remit the
management fee plus applicable interest incurred to the Fund.

Dominus Capital is permitted to exempt and in practice does exempt, in whole or in part,
certain investors from their respective payment of a Management Fee and/or carried
interest. Additionally, Dominus Capital is permitted to and in practice has permitted certain
investors to invest in a Fund through the relevant General Partner entity or another vehicle
that also does not bear Management Fees or carried interest. Additionally, Dominus Capital
reserves the right to waive all or a portion of the then owed Management Fee and has done
so. The waiver/reduction can operate to reduce later capital contributions of a Dominus
Capital entity investor, in its capacity as a limited partner to a Fund and, correspondingly,
increase later capital contributions of the other limited partners to the Fund. The
Aggregators do not pay a management fee or carried interest.

Other Fees/ Compensation from Portfolio Companies/ Offset

Dominus Capital receives compensation from portfolio companies. This compensation
includes, for example, fees of and related to closings, commitments, monitoring, transaction
break-ups, consulting, management, and similar fees (“Portfolio Company Fees”). Portfolio
Company Fees are collected either annually or quarterly in advance, as negotiated. Dominus
Capital has discretion over whether to charge Portfolio Company Fees as well as the rate,
timing, method, and/or amount of such compensation. The receipt of Portfolio Company
Fees raises potential conflicts of interest between the Funds on the one hand and Dominus
Capital on the other hand. Terms are negotiated and further delineated in each Fund’s
Governing Documents.

A percentage of such Portfolio Company Fees typically reduces the applicable Management
Fee, reduced or in full, (the “offset”), and for Funds III and Fund IV, by an amount
proportionate to the fully diluted ownership in the portfolio company. Co-investing entities
that pay fees negotiate offset terms. Placement agent fees paid by investors also offset the
Management Fee. Separate from Portfolio Company Fees, Dominus Capital receives
reimbursements for expenses directly related to any portfolio company or prospective
portfolio company. As is common in the private equity industry, Dominus Capital

coordinates with Operating Professionals, who provide industry advice and other services
and who are compensated either by the applicable portfolio company or Fund, and such
compensation does not offset the Management Fees.

Carried Interest

A Dominus Capital entity will generally receive carried interest with respect to each Fund.
Please see Item 6 below.

Expenses

In addition to the fees and compensation payable to Dominus Capital, each Fund bears
certain expenses. The Fund expenses relate to the Fund’s activities, investments, and
business. They generally, for example, include costs and expenses attributable to structuring,
organizing, acquiring, managing, operating, holding, valuing, winding up, liquidating,
dissolving and disposing of such Fund’s investments, legal, filing, accounting, auditing,
investment banking, travel (which can and has included meal and entertainment expenses
and the cost of first-class travel or charter travel), consulting, research, brokerage, finder’s
fees, financing, real estate title, appraisal, printing, reporting, custody, depositary, transfer,
registration, insurance, advisory board, limited partner meetings, interest, taxes,
extraordinary expenses and other similar fees and expenses, including all out-of-pocket fees,
costs, expenses, liabilities and obligations relating to investment and disposition
opportunities for such Fund not consummated (“Broken Deal Expenses”). Broken Deal
Expenses include those relating to transactions that have been syndicated or offered to but
not taken by co-investors, or for which a syndication or co-investment was believed
necessary to consummate such transaction or would have been beneficial in the judgment of
the relevant General Partner.

As is typical for private equity funds, the Funds likely bear additional and greater expenses,
directly or indirectly, than many other pooled investment products, such as mutual funds.
To the extent brokerage fees are incurred, they will be incurred in accordance with the
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Item 7 – Types of Clients

Dominus Capital provides investment advice to the Funds. Investors in the Funds are not
“clients” and include institutional investors including, but not limited to, public and
corporate pension plans, insurance companies, high net worth individuals and trusts. As
stated in Item 5, Dominus Capital, employees, and “family” and “friends” also are investors,
directly and/or indirectly through a vehicle formed for that purpose.

Generally, the minimum participation in the Funds is $10,000,000; however, the General
Partner reserves the right to accept smaller participations.

Details concerning applicable fees and suitability criteria are set forth in the Fund’s
Governing Documents.