Dynasty Equity Partners Management LLC

Item 5.    Fees and Compensation

The Adviser or its affiliates generally receive Advisory Fees and Carried Interest (each as defined
below) or similar performance-based remuneration from a Fund. A Fund, and/or its portfolio
companies, typically also reimburse the Adviser and its affiliates for certain expenses and/or make
other payments to the Adviser or its affiliates for services provided to the portfolio companies,
which, in certain circumstances, reduce the Advisory Fees payable to the Adviser. Additionally,
consistent with the Organizational Documents of a Fund, the Fund typically bears certain out-of-
pocket expenses incurred by the Adviser in connection with the services provided to the Fund
and/or the portfolio companies. Further details about certain common fees and expenses are set
forth below.

Advisory Fees

As compensation for investment advisory services rendered to the Funds, the Adviser receives
from each such Fund an advisory fee (each, an “Advisory Fee”) typically calculated based on
committed capital, or remaining invested capital, with respect to such Fund. Advisory Fees may
be reduced during the life of a Fund. The precise amount of, and the manner and calculation of,
the Advisory Fees for each Fund are established by the Adviser and are set forth in such Fund’s
Organizational Documents. As is generally the case in private equity funds, the Organizational
Documents provide that a Fund’s Advisory Fees will be calculated and charged on a basis that
generally is not tied to the Fund’s then-current net asset value. Please see “The Adviser’s Interests
in Carried Interest and Advisory Fees” and “Valuation Matters” in Item 11 below for additional
information regarding these conflicts. The Advisory Fees and other fees and distributions
described herein are generally subject to modification, waiver or reduction by the Adviser in its
sole discretion, both voluntarily and on a negotiated basis with select investors via side letter and
other arrangements, which may not be disclosed to other investors in the same Fund. The fee
structures described herein may be modified in the future. Fees may differ from one Fund to
another, as well as among investors in the same Fund.

The Advisory Fees paid by a Fund will generally be reduced by Transaction Fees, as described
below under Advisory Fee Offset. The amount and manner of such reduction, if any, is set forth
in the Organizational Documents of the applicable Fund.

Certain investors in the Funds that are employees, business associates, service providers (including
suppliers, vendors, consultants, lenders, law firms (including Fund or transaction counsel),
transaction service providers and their respective affiliates, personnel and related investment
vehicles (together, “Service Providers”)), and other “friends and family” of the Adviser, its
affiliates or their personnel (including any related entity established by any of the foregoing, such
as trusts, charitable programs, endowments or related programs, family investment vehicles and
other estate planning vehicles) or otherwise designated as “affiliated partners” pursuant to a Fund’s
Organizational Documents (collectively, “Adviser Investors”) will not typically pay, or will pay
reduced, Advisory Fees or Carried Interest in connection with their investment in a Fund.
Furthermore, the Adviser expects to establish certain investment and/or co-investment vehicles
through which Adviser Investors or other third parties are permitted to invest alongside one or
more Funds in one or more investment opportunities, which do not always pay Advisory Fees or
Carried Interest.

The Adviser is permitted to enter into economic and/or other fee-sharing arrangements with respect
to one or more Funds and/or certain limited partners thereof, the rights of which will not generally
be made available to other limited partners.

Advisory Fees billed to and received from the Funds are payable quarterly in advance. Upon
termination of an Advisory Agreement, any refund of prepaid Advisory Fees is governed by the
terms of the relevant Fund’s Organizational Documents.

Other Fees and Expense Reimbursement

Other Fees

In addition to the Advisory Fees and Carried Interest, the Adviser and its affiliates reserve the right
in certain circumstances to receive a variety of other cash, equity and other non-cash fees relating
to the investment activities of a Fund, its portfolio companies and prospective portfolio companies,
including transaction fees, monitoring fees, directors’ fees, advisory fees, organization and
financing fees, administration fees, operational fees, commitment fees, break-up fees, divestment
fees, termination fees, project fees, fees relating to the arrangement of acquisitions or other
financial restructuring, investment banking fees, fees relating to credit origination, loan
syndication, loan arrangement, loan servicing and/or other types of management consulting and
other similar operational and financial matters and/or other fees and annual retainers from, or with
respect to, the portfolio companies and prospective portfolio companies (collectively with the other
fees described in this section, “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.

As noted above, the Adviser and its affiliates reserve the right to receive “monitoring fees” or
“financial consultation fees” pursuant to monitoring agreements with portfolio companies of the
Funds governing the advice, consultation and other similar ongoing services provided by the
Adviser to such portfolio companies. The terms of an agreement for such fees is permitted to
include (among other things) annual automatic renewals and/or the payment of monitoring fees
(which may be fixed fees or calculated as a percentage of EBIDTA or similar performance metric).
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Item 7.    Types of Clients

The Adviser currently provides investment advisory services to the Funds. Investment advice is
provided directly to the Funds (subject to the direction and control of the General Partner of each
such Fund, if applicable) 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 typically include, among others, high net worth individuals, banks,
thrift institutions, pension and profit-sharing plans, trusts, estates, charitable organizations,
university endowments, 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 are
typically established for investors in the Funds. The General Partner of each Fund is authorized
to, in its sole discretion, permit investments below the minimum amounts set forth in the
Organizational Documents of such Fund.