Emerald Hill Capital Partners Holdings LLC

Item 5 - Fees and Compensation

All Private Funds are currently beyond their Investment Period. As such, the management fee is
based on the capital contributions which were used to fund the cost of, and remain invested in,
Portfolio Investments (inclusive of Portfolio Investment fees and expenses). If Emerald Hill’s
advisory agreement with a Private Fund is terminated, management fees will be charged on a pro
rata basis through to the date of termination, and any fees paid in advance but not earned will be
refunded. In addition to the management fees described above, Emerald Hill will also generally be
entitled to receive a carried interest allocation from the Private Funds after certain performance
hurdles have been met (generally a full return of paid-in capital plus an annually compounded
preferred return to investors), as further described in the applicable Private Fund Governing
Documents. Such carried interest represents a portion of a Private Fund’s net investment profits.

The fees and compensation payable to Emerald Hill by the Private Funds are contractually agreed
with investors at the inception of each Private Fund. Emerald Hill has the general discretion to
waive all or a portion of the asset-based management fee and/or the performance-based
compensation, but typically only exercises this discretion for investors in its Private Funds that are
affiliates or employees. In addition, Emerald Hill may enter into side letter arrangements with
certain investors in its Private Funds, in which the Company grants them preferential terms.

In general, each Private Fund bears all costs and expenses incurred in connection with the

organization of the Private Fund, including third party legal and accounting fees, printing costs,
travel (at rates not exceeding a first-class equivalent fare) and other out-of-pocket expenses, and all
costs and expenses incurred in connection with the offering of interests (excluding any
placement fees) in the Private Fund (“Organizational Expenses”), up to a maximum amount
specified in the applicable Private Fund Governing Documents. Organizational Expenses in excess
of this amount, and any placement fees, are paid by the Private Fund but borne by Emerald Hill
through a 100% offset against the Fund’s management fee.

In addition, each Private Fund will generally be responsible for all expenses relating to its own
operations (“Fund Expenses”), including, without limitation, any taxes that may be assessed against
the Private Fund; all costs and expenses (including, without limitation, interest on money borrowed
by the Private Fund, commissions and finders’, brokerage, custodial and other fees) incurred in
connection with investigating, acquiring, holding and disposing of securities (including any merger
fees payable to third parties), all expenses relating to any litigation, investigation, proceeding or
audit, and any threatened litigation, investigation, proceeding or audit involving the Private Fund or
Emerald Hill related to the business or activities of the Private Fund; expenses attributable to legal,
consulting, financing, custodial, auditing and accounting services provided to the Private Fund
(including, without limitation, expenses associated with the preparation of the Private Fund financial
statements, tax returns and Schedule K-1s); premiums for liability insurance obtained by the Private
Fund to protect itself, Emerald Hill, its personnel or agents in connection with the activities of the
Private Fund; expenses for indemnification incurred pursuant to the Private Fund’s Governing
Documents; all out-of-pocket fees and expenses incurred by the Private Fund or Emerald Hill or their
respective partners, members, managers, stockholders, officers, employees and agents (without
duplication) relating to investment and disposition opportunities for the Private Fund whether or not
consummated (including, without limitation, travel, legal, accounting, auditing, consulting and other
fees and expenses); expenses incurred in connection with the managed distribution of marketable
securities; liquidation expenses of the Private Fund; expenses incurred in connection with annual or
other meetings of the investors in the Private Fund, whether individually or as a group; all expenses
of the Private Fund’s advisory committee; and all other non-recurring or extraordinary expenses
attributable to the activities and operations of the Private Fund.

Generally, any transaction, directors’, management, monitoring, consulting and break-up fees and
other similar fees received by Emerald Hill and its employees in connection with a Private Fund’s
investments, net of unreimbursed transaction expenses incurred by Emerald Hill or its affiliates
(“Transaction Fees”), will be applied to reduce the Private Fund’s management fee for the following
payment period in accordance with the applicable Private Fund Governing Documents. To the extent
such offsets would reduce a Private Fund’s management fee for a given payment period to below
zero, such offsets will be carried forward and reduce future installments of the management fee. If
upon dissolution of a Private Fund, any excess Transaction Fee remains, the Company will return to
the Private Fund for the benefit of its limited partners an amount equal to such unapplied excess
amount; provided, that any limited partner may waive its right to receive its pro rata portion of such
amount.

In addition to the fees and expenses incurred and paid directly by the Private Funds, the underlying
private equity funds in which Emerald Hill’s Private Funds invest are also subject to management
fees, carried interest and other fees and expenses that will be borne, indirectly, by each Private Fund
(and its Underlying Investors). See “Item 8 - Methods of Analysis, Investment Strategies and Risk of
Loss – Risks” below.

Underlying Investors and prospective investors in each Private Fund should refer to the applicable
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Item 7 - Types of Clients

Emerald Hill’s only clients are the Private Funds. The investors in the Private Funds generally
include endowments, foundations, public and private pension funds, funds-of-funds, corporations,
family offices, and high net worth individuals.