EGIS Capital Partners LP

Item 5.        Fees and Compensation

Management Fees.

Generally, Egis charges each of its Funds a management fee for its Services which is calculated and payable
quarterly in advance. The fee is equal to 2% per annum of the total capital commitments of all limited
partners of the relevant Fund, with the exception of side letter agreements or General Partner status, during
its investment period or until the closing of a successor pooled investment fund. Management Fees step
down at differing intervals depending on the specific Fund’s governing documents.

Company Fees
Egis and its affiliates may perform management, advisory, financial advisory and other services (“Related
Services”) for, and receive fees from, portfolio companies or other investment vehicles of the Funds,
including fees in connection with mergers, acquisitions, add-on acquisitions, refinancings, public offerings,
sales and similar transactions. Such services may also include having employees of Egis serve as officers
and/or directors of portfolio companies.

Fees for Related Services (“Company Fees”) are not always based on an exit or sale of a Fund investment.
Company Fees could also include fixed fees payable on an annual, quarterly or monthly basis. Accordingly,
Egis may receive Company Fees when a Fund does not ultimately profit from the investment.

Although Company Fees are in addition to the management fee, Egis will in some circumstances reduce
the amount of management fee paid by the applicable Fund 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. As some Funds do not pay management fees, any such reduction will
not benefit such Funds. In some cases, a portfolio company in which multiple Funds are invested could
pay Company Fees to Egis. In this case, the offset of Company Fees will be allocated pro rata to those
Funds invested in the portfolio company according to their percentage of investment in that portfolio
company.

Carried Interest

Distributions and allocations to the Limited Partners in each Fund are typically subject to carried interest
or similar profit allocation for the benefit of the General Partner of such Fund which is an affiliate of Egis.
For more information on the carried interests payable to Egis’s affiliates, please see Item 6 (Performance-
Based Fees and Side-By-Side Management).

Expenses

In addition to the management fees and carried interest paid by the Funds and Company Fees related to
portfolio investments of the Funds, Egis is reimbursed for certain out of pocket expenses. These expenses
are described in detail in each Fund’s governing documents. In addition, Egis and/or Egis personnel may
be reimbursed for expenses and/or paid expense allowances by the portfolio companies as governed by
the relevant Related Services agreement with each Fund or portfolio company, as applicable.

For more detailed information on the fees and compensation received by Egis and its affiliates, please
refer to the respective Fund’s governing documents and review carefully before investing.

Item 7.         Types of Clients

Egis provides discretionary management and advisory services to the Funds and anticipates providing the
same or similar services to other private funds and/or special purpose vehicles in the future. Investors in
the Funds are required to represent that they meet the requirements of an “accredited investor” as such
term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933 (as amended, the
“Securities Act”) and, if applicable, that they meet the requirements of a “qualified client” or a “qualified
purchaser” as such terms are defined in the Investment Company Act of 1940 (as amended, the “Investment
Company Act”) or are an eligible employee. The minimum commitment for a potential investor is outlined
in the governing documents for each Fund; however, each Fund’s General Partner maintains discretion to
accept less than the minimum investment threshold.

Item 8.         Method of Analysis, Investment Strategies and Risk of Loss

For a more complete discussion of Egis’s investment process, please refer to the offering documents for the
Funds.

Egis employs a thesis-driven investment strategy focusing on investments in the growing and global market
for security and protection products and services that protect people, property, and information. Egis will
typically seek growth equity investments in high-growth companies and control equity investments in
lower to middle market private companies based in North America with enterprise values between $10
million and $300 million.

Proactive Sourcing

Egis has built an extensive network within the security and protection industry which it uses to identify
potential target companies. Once a target company has been identified, Egis will proactively approach the
company and share what it believes is the company’s market opportunity moving forward and how Egis
may be able to help it achieve that opportunity.

Due Diligence

Once an investment has passed an initial screen, the multi-pronged due diligence process begins. Diligence
will typically focus on, but is not limited to, company positioning, financials and controls, product and
process, an assessment of the existing management team and background checks, competitor analysis, as
well as technology, insurance, legal, and financial reviews. Each diligence prong can be completed either
internally or by engaging law firms and specialty service providers. Part of this process includes assessing
exit alternatives, as the goal is for investors to realize returns on each investment.

Risks

All investors in a Fund are advised to pay special attention to the sections of the respective Fund’s governing
documents that discuss risk factors, conflicts of interest and the legal aspects of loans secured by security
instruments. Different risks may exist with respect to investments in different Funds. The risks associated
with an investment in a particular Fund may be substantially impacted by the nature and timing of the
market.

Investing in portfolio company securities involves substantial risks, including the potential loss of
a Fund’s principal, which Limited Partners should be prepared to bear.

General Considerations

An investment in a Fund requires a long-term commitment, with no certainty of return. There most likely
will be little or no near-term cash flow available. The activity of identifying, completing, and realizing
attractive private equity investments is highly competitive and involves a high degree of uncertainty. There
can be no assurance that a Fund will be able to locate, consummate, and exit investments that realize upon
their values, or that a Fund will be able to invest fully its committed capital. Many if not all investments will
be highly illiquid, and there can be no assurance that any Fund will be able to realize on such investments
in a timely manner. Contemplated exit strategies for its investments can be adversely affected by numerous
factors, many of which may be unforeseen or unexpected at the time the investments are made.
Consequently, dispositions of Fund investments may require a lengthy time period or may result in
distributions in kind to the Partners. Additionally, investments most likely will not be able to be sold except
pursuant to a registration statement filed under the Securities Act or in a private placement or other
transaction exempt from registration under the Securities Act and that complies with any applicable non-
U.S. securities laws. Certain investments may be in businesses with little or no operating history. Certain
investments may be in businesses with high levels of debt or may be investments in leveraged buyouts;
leveraged buyouts by their nature require companies to undertake a high ratio of fixed charges to available
cash flow. Leveraged investments are inherently more sensitive to declines in revenues and to increases
in expenses. There can be no assurance that the targeted IRR will be attained.

Failure to Achieve Investment Objective

There can be no assurance that a Fund will be able to achieve its targeted returns or its investment
objectives. Any given investment made by a Fund may prove to be worthless. Investors in a Fund should
be prepared and able to absorb a loss of some or all of the capital invested in a Fund.

Difficulty of Locating Suitable Investments

A Fund may be unable to find a sufficient number of attractive opportunities to meet its investment
objectives.

Nature of Security and Protection Industry Investments

Funds will focus on technology-driven investments in the security and protection industry. The security
and protection industry is subject to macroeconomic factors that may negatively impact a portfolio
company’s results of operations, including prolonged downturns in the economy. The security and
protection industry is dependent in part on national, regional and local economic conditions. In particular,
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