Dubin Clark & Company Inc

Item 5          Fees and Compensation
Management Fees

DCCP is entitled to a management fee for providing management services to the Private Equity
Partnerships. Management fees are generally payable quarterly in advance and are prorated for any
period that is less than a full quarterly period. The Private Equity Partnerships, other than the SBIC
Fund, are generally charged a management fee of up to 2.0% per annum of the aggregate capital
commitments of limited partners or of the aggregate capital contributions invested in respect of
investments held by the Private Equity Partnership. The SBIC Fund is generally charged a
management fee of 2.0% per annum of the unreduced regulatory capital plus assumed SBA leverage
or of the aggregate cost of investments in all active portfolio companies.

The management fee will typically be paid out of current income and disposition proceeds of a
Private Equity Partnership and, to the extent necessary, from drawdowns of unfunded capital
commitments of the limited partners. The management fee has been waived or reduced at the
discretion of DCCP for certain limited partners, including with respect to employees ofDCCP.

Carried Interest Allocation

Certain Partnerships are also subject to a carried interest allocation on distributions from the
disposition of investments or securities. The carried interest allocation can range from 10% to 30%
of profits, subject to any applicable preferred return or threshold return to limited partners. The
carried interest has been waived or reduced at the discretion of DCCP for certain limited partners,
including with respect to employees ofDCCP.

Other Fees

From time to time, DCCP and their affiliates receive transaction-related fees, break-up fees,
directors’ fees, officers’ fees, advisory fees, commitment fees, fees in respect of support services
for financings and similar transactions, monitoring fees, management fees, integration fees and
other similar fees whether in the form of cash, securities or otherwise with respect to investments
or proposed investments by a Partnership (“Fee Income”). Management/monitoring fees typically
include a minimum and maximum amount per annum, are payable monthly, and will from time to
time include an acceleration provision pursuant to a management (monitoring) agreement with the
portfolio company. Integration fees, also pursuant to the management (monitoring) or other similar
agreement, relate to post close services and generally include an advance amount paid at closing,
are subject to a maximum allowable amount and billed monthly after the initial advance is
exhausted.

For the Private Equity Partnerships, other than the SBIC Fund, Fee Income will generally first be
applied to unreimbursed out-of-pocket expenses of DCCP or its affiliates, and thereafter will be
paid to DCCP or its affiliates; provided, that until such persons have received $1 million, in the
aggregate, in such fiscal year and thereafter, 80% of all such excess Fee Income in excess of the $1
million received by such persons in such fiscal year, will be used to reduce the management fees
otherwise payable by the limited partners by an identical amount (currently, one Private Equity

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Partnership provides for Fee Income to DCCP or its affiliate of $500,000 in a fiscal year and
thereafter, 50% of all such excess Fee Income will reduce the management fees otherwise payable
by the limited partners). To the extent any application of the foregoing sentence would reduce the
management fee for any three-month period below zero, such credit against the management fee
will be carried forward for future application. Fee Income will be allocated among the Partnerships
pro rata based on the management fees payable by each such fund. If Fee Income is paid by a
portfolio company in which another Partnership or other related entity (e.g., co-investment vehicle)
also holds an investment, DCCP will allocate the Fee Income to such funds based on the amounts
committed to and/or invested in such portfolio company or as DCCP determines is equitable and
appropriate in its sole discretion.

For the SBIC Fund, any financing fees, management services fees, director fees, or transaction fees
from a portfolio company received by the SBIC Fund’s general partner, DC SBIC, or any associate
of the SBIC Fund will generally be used to reduce the management fee paid by the SBIC Fund,
except to the extent such fees reimburse for actual expenses. If any fees that are required to be
credited against the management fee arise from an investment by the SBIC Fund or a proposed
investment by the SBIC Fund that is not consummated and an investment by one or more associates
of the SBIC Fund, then only a portion of such fees shall be credited against the management fee, as
described in the SBIC Fund’s governing documents.

Fee Income related to a Single Investment Partnership or a co-investment vehicle is retained by the
Firm pursuant to the terms of the relevant governing documents.

Detailed information regarding the fees charged to the Partnerships is provided in each Partnership’s
governing documents.

Expenses (Other than the SBIC Fund)

The Partnerships bear all legal and other organizational and offering expenses incurred in the
formation of the Partnerships. For Private Equity Partnerships, any such expenses in excess of a
certain dollar amount will generally reduce the management fees otherwise borne by the limited
partners. For certain Single Investment Partnerships, any such expenses are subject to a certain
limit.

Each Partnership will pay all costs and expenses attributable to the activities of the Partnership,
including, without limitation: (i) the management fee, if applicable; (ii) all out-of-pocket costs and
expenses incurred in connection with the sourcing, diligencing, evaluating, developing, negotiating,
...

Item 7          Types of Clients
DCCP and its affiliates provide discretionary investment advisory services to the Partnerships, as
described in the Advisory Business section. Each Partnership operates as a pooled investment
vehicle. Investment advice is provided directly to the Partnership, subject to the direction and
control of the general partner of each Partnership and not individually to the respective limited
partners. Investors in the Partnerships include, but are not limited to, corporate or business entities,
banks, pooled investment vehicles (e.g., funds of funds), trusts, estates or charitable organizations,
endowments, foundations, pension plans, and high net worth individuals. The SBIC Fund is licensed
as a debenture SBIC pursuant to the SBIC Act, which permits the SBIC Fund to be eligible to
receive leverage financing.

Interests in the Partnerships are offered pursuant to applicable exemptions from registration under
the Investment Company Act of 1940 and the Securities Act of 1933. Accordingly, investors in the
Partnerships are required to be “accredited investors” (as defined in Regulation D promulgated
under the Securities Act of 1933) or otherwise be permitted to invest under applicable securities
laws.

The minimum capital commitment for a limited partner of a Private Equity Partnership is outlined
in such Partnerships’ governing documents; however, DCCP maintains discretion to accept less
than the minimum investment threshold. The minimum capital commitment for a limited partner of
a Single Investment Partnership is determined by DCCP separately with respect to each Single
Investment Partnership. In addition, the Partnerships enter into separate agreements, commonly
referred to as “side letters,” with certain investors that amend, modify or supplement the terms of
the governing documents of the Partnerships. Under certain circumstances, these agreements could
give certain investors additional rights relative to other investors.

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