Eldridge SME Advisers LLC

ITEM 5 – FEES AND COMPENSATION

Management and Incentive Fees

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. 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.

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 is dependent on several
factors which are described in more detail in the applicable Client Documentation. The Adviser
will deduct Management Fee directly from Advisory Clients or otherwise bill Advisory Clients on
a quarterly basis and will 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.

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 currently provides investment advice
exclusively to Funds. However, the Adviser may provide investment advice to other Advisory
Clients, including Separately Managed Accounts, in the future. Investors in the Adviser’s Clients
may 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.

Funds

Funds are generally expected to 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 of 1940, as amended (the “Investment
Company Act”). Affiliates of the Adviser will generally serve as general partners or managing
members of, or in other similar capacity to, Funds (each, in such capacity, a “General Partner”)
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

To the extent the Adviser provides advisory services to a Separately Managed Account, it shall do
so pursuant to Client Documentation 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 will be 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.