Elevation Management LLC

Item 5         Fees and Compensation

Management Fees

Elevation charges management fees which as described below, may be reduced by certain other
compensation received by Elevation or its affiliates or by certain organizational, offering or other
expense borne by the Elevation Fund. The management fee may also be waived. The
management fee is payable at the beginning of each quarter. Elevation may either deduct the
management fee from the Elevation Fund’s assets or make a capital call to the investors.
Specific details of the management fee calculation are set out in the offering materials, disclosure
documents, investment management agreements and/or governing documents of the relevant
Elevation Fund.

Performance-Related Compensation

Elevation Funds may be charged carried interest or incentive allocations of up to 20% of any
annual increase in the net asset value of the portfolio or the net realized returns of each portfolio
investment. Such performance related compensation is subject to hurdles and claw-backs.
Specific details of such compensation and its method of calculation are set out in the offering
materials, disclosure documents, investment management agreements and/or governing
documents of the relevant Elevation Fund. These incentive allocations are paid to the affiliated
general partners of the Elevation Fund. Carried interest paid is calculated in compliance with
Rule 205-3 under the U.S. Investment Advisers Act of 1940 (the “Advisers Act”) unless not
required to be so calculated.

Other Compensation

Certain Elevation Funds or their portfolio companies may also incur other fees payable to
Elevation or its affiliates. For example, Elevation or its affiliates may receive monitoring fees in
exchange for providing portfolio companies of certain Elevation Funds with management,
consulting or other services and may also receive financial advisory fees in connection with
specific transactions. These are shared with the relevant Elevation Fund and its investors
through reductions or off-sets against management fees that would otherwise be applicable as
described in its offering materials, disclosure documents, investment management agreements
and/ or governing documents. Elevation will retain the balance of any such compensation not
shared with Elevation Funds.

Other Expenses

Elevation Funds will typically bear legal, auditing, accounting and other partnership expenses
including but not limited to out of pocket expenses incurred in developing, negotiating,
structuring and disposing of both actual portfolio investments and potential portfolio investments
which are not ultimately made; brokerage commissions, custodial expenses and other investment
costs actually incurred in connection with actual portfolio investments; interest on and fees and
expenses arising out of all borrowings made by the Fund, including the arranging thereof; the
costs of any litigation, D&O liability or other insurance and indemnification or extraordinary
expense or liability relating to the affairs of the Fund; expenses of liquidating the Fund; any
taxes, fees or other governmental charges levied against the Fund and all expenses incurred in
connection with any tax audit, investigation, settlement or review of the Fund; and certain
expenses of the Fund LP Advisory Committee. The organizational expenses of Elevation Funds
(including expenses associated with the offering of Elevation Funds and sale of their interests
such as commissions, costs, fees and expenses of placement agents, legal, accounting, filing,
capital raising, travel and accommodation, printing and other similar costs, fees and expenses)
are generally paid by the Elevation Fund subject to certain limitations.

Item 6         Fees and Compensation

As noted in Item 5 above, Elevation Funds allocate a portion of their investment profits to their
related General Partner, which is affiliated with Elevation, as carried interest, as set forth in each
Fund’s organizational documents.

Elevation manages a feeder fund that was established primarily for the benefit of Employees of
Elevation and its affiliates. As the investment activities of the feeder fund are implemented
indirectly through the other Elevation Fund in which it invests, Elevation does not view this
arrangement as giving rise to a conflict of interest.

Item 7         Types of Clients

Elevation currently provides investment advisory services to the Elevation Funds. Investment
advice is provided directly to the Elevation Funds, subject to the direction and control of the
General Partner of such Elevation Fund, and not individually to the limited partners of such
Elevation Funds.

Interests in the Elevation Funds are offered pursuant to applicable exemptions from registration
under the Securities Act and the 1940 Act. Investment in Elevation Funds is generally only
available to institutional investors and certain high net worth investors that are “accredited
investors” and “qualified purchasers” or non- “U.S. persons” within the meaning of the
Securities Act and the Investment Company Act, respectively. Investors in Elevation Funds
include public and private pension and profit sharing plans, trusts, estates, charitable
organizations, university endowments, corporations, high net worth individuals, limited
partnerships and limited liability companies or other business entities.