Eldridge GP1 Advisers LLC

ITEM 5 – FEES AND COMPENSATION

Management and Incentive Fees

In general, the Adviser receives a management or advisory fee (“Management Fee”) from each
Advisory Client. The Adviser may also receive performance-based fees (“Incentive Fee,” and
together, with the Management Fee, the “Fees”) from Advisory Clients. The Adviser does not
maintain a fixed fee schedule for Advisory Clients. Fees are negotiable and vary across Clients
based on the type of services provided, size of the account, and the overall relationship between
the Adviser and the Advisory Client. Fees charged may vary among Fund Investors in the same
Fund. The Adviser, in its sole discretion, may reduce, waive, or calculate differently the fees with
respect to any Fund Investor through Client Documentation.

For certain Advisory Clients, the Adviser or Eldridge, and each of their respective networks of
direct and indirect subsidiaries, and their respective partners, employees, officers, and directors,
including those described in this Brochure but excluding the Adviser (collectively, the “Adviser
Related Parties,”) receives carried interest or Incentive Fees. From time to time, the Adviser and
Adviser’s Related Parties can also be expected to receive additional compensation in connection
with management and other services performed for Advisory Client portfolio companies or with
respect to Advisory Client investments (“Additional Fees”). See “Additional Fees” below.
Generally, Advisory Clients (and, indirectly, Fund Investors) bear all costs and expenses generated
by the operation of the applicable Advisory Client (“Expenses”). Client Documentation applicable
to each Advisory Client provides a more detailed and precise description of the various fees and
expenses borne by such Advisory Client, subject to, with respect to any Fund Investor in such
Advisory Client, any modification by a Letter Agreement with such Fund Investor. Advisory
Clients and Fund Investors are urged to review Client Documentation with respect to the applicable
Advisory Client in detail.

The Adviser receives Management Fees from its Advisory Clients. The amount of Management
Fee payable by an Advisory Client is be based on a percentage of either the net asset value of such
Advisory Client, the gross asset value of such Advisory Client, the invested capital of such
Advisory Client, the capital commitments to such Advisory Client, or such other reference amount
as negotiated with such Advisory Client, in each case, as detailed and more precisely described in
the applicable Client Documentation. The calculation of Management Fee will be dependent on
several factors which are described in more detail in the applicable Client Documentation. The
Adviser expects to deduct Management Fee directly from Advisory Clients or otherwise bill
Advisory Clients on a quarterly basis and expects to generally prorate such fees for a period that
is less than a calendar quarter. In the event an Advisory Client pays Management Fees to the
Adviser in advance, a pro rata portion of such fees will be refunded if such Advisory Client
relationship is terminated prior to the end of the billing period based on the number of days elapsed
during such period.

In some cases, Management Fees paid vary among Fund Investors in the same Fund, including
with respect to affiliates and related persons of the Adviser. The Adviser, at its sole discretion, can
elect to reduce, rebate, waive, or calculate differently Management Fees with respect to any Fund
or Fund Investor. Waived or reduced Management Fees are not subject to the Management Fee

offsets described below, and the amount of such waived or reduced Management Fees has the
potential to be significant. The Adviser also reserves the right to defer all or any portion of any
Management Fee payable by an Advisory Client in its sole discretion.

Client Documentation of certain Funds permit the Adviser to waive or reduce a Fund’s
Management Fee and treat such waived portions of such Management Fee as a deemed capital
contribution by the relevant General Partner, which is effectively invested in the relevant Fund on
such General Partner’s behalf and operates to reduce the amount of capital such General Partner
would otherwise be required to contribute to such Fund.

The Adviser and Adviser Related Parties typically have the right to receive Incentive Fees. Such
Incentive Fees would typically constitute a percentage of appreciation or depreciation or net
realized gains of the relevant Advisory Client’s portfolio during a particular performance period.
To the extent Client Documentation of an Advisory Client provides for Incentive Fees, it is
typically payable only if a specified return is achieved, in each case as more precisely and
specifically set forth in the applicable Client Documentation. Please see the discussion below in

ITEM 7 – TYPES OF CLIENTS

As described in Item 4 – Advisory Business, the Adviser provides investment advice to Funds as
well as other Advisory Clients, including Separately Managed Accounts. Funds generally include
pooled investment partnerships or other investment entities formed under U.S. or non-U.S. laws
excluded from the definition of “investment company” in the Investment Company Act of 1940,
as amended (the “Investment Company Act”). Investors in the Adviser’s Clients include
individuals, banks or thrift institutions, insurance companies, other investment entities, university
endowments, sovereign wealth funds, family offices, pension and profit-sharing plans, trusts,
estates or charitable organizations or other corporations or business entities. In addition, principals
or other personnel, including members of their families, of the Adviser and its affiliates are
investors in the Clients.

Advisory Clients (and, indirectly, Fund investors) generally could include banks or thrift
institutions, insurance companies, other investment entities, university endowments, sovereign
wealth funds, family offices, pension and profit-sharing plans, trusts, estates or charitable

organizations, or other corporations or business entities. Advisory Clients also from time to time
could include, directly or indirectly, principals or other employees of Eldridge and members of
their families, affiliates of Eldridge, or other service providers retained by Eldridge.

Funds

Funds generally include investment partnerships or other investment entities formed under US or
non-US laws and operated as investment pools that are excluded from the definition of “investment
company” under the Investment Company Act. Affiliates of the Adviser will generally serve as
General Partners or managing members of, or in other similar capacity to, and have the authority
to make decisions for Funds. The General Partner of each Fund can only be removed under
limited circumstances as set forth in the applicable Client Documentation of such Fund.
General Partners generally delegate day-to-day advisory responsibilities for their respective Funds
to the Adviser as more precisely and specifically described in each Fund’s applicable Client
Documentation. Please see the discussion set forth below in Item 10 – Other Financial Industry
Activities and Affiliations for additional information regarding the General Partners.

Fund Investors generally are required to be Accredited Investors (as such term is defined in
Regulation D promulgated under the Securities Act of 1933, as amended). In addition, unless
otherwise stated in the applicable Client Documentation, Fund Investors are required to be
Qualified Purchasers (as such term is defined in the Investment Company Act).

Separately Managed Accounts

The Adviser provides advisory services to each Managed Account pursuant to Client
Documentation of such Managed Account that is negotiated on a case-by-case basis. The
description of Advisory Clients contained herein is not exhaustive. The Adviser may provide other
advisory services to other types of Advisory Clients not described herein.

Minimum Investment Amounts

Minimum investment amounts for Fund Investors will be set forth in the applicable Client
Documentation. Minimum investment amounts and investor qualification standards for Separately
Managed Accounts and other Advisory Clients are determined on a case-by-case basis taking into
account, among other things, the nature of the investment strategy and investment objectives.
Accordingly, there is no set minimum amount for Separately Managed Accounts and such amounts
could vary. In addition, subject to the terms and conditions of the applicable Client Documentation,
The Adviser reserves the right, in its discretion, to waive minimum investment amounts in certain
circumstances.