EMP Management LLC

ITEM 5 – FEES AND COMPENSATION

A.   As further described below, generally, EMP and/or its affiliates are compensated by
     the Private Funds and Portfolio Companies through the payment of diligence and
     strategy fees, management fees, operational finance fees and performance-based fees.
     The specific terms relating to the fees paid by any Fund are negotiated between EMP,
     the applicable General Partner and the investors in the respective Private Fund at the
     time of such fund’s formation.

B.   Management Fee. With respect to certain Funds that own single assets (the “Pre-
     Fund Vehicles”), EMP is paid the management fee directly by the underlying
     Portfolio Companies. With respect to Private Funds, EMP’s management fee (the
     “Management Fee”) is generally equal to a percentage of the total capital
     commitments to such Fund. The fee percentage and/or the base upon which the fee
     is calculated may vary with the size of the Fund and may also vary over the life of
     the Fund, as negotiated and determined at the time the Fund is established and as set
     forth in its Governing Documents. The percentage of the Management Fee generally
     starts at 2.00% annually and is then reduced upon occurrence of certain events that
     are fully described in the Governing Documents of each Private Fund (“Adjustment
     Date”). After the Adjustment Date, the Management Fee generally accrues at an
     annual rate based on a percentage of the aggregate investment contributions of all
     investors used to make investments in portfolio companies that have not been sold or
     disposed of or completely written off.

For some Private Funds, the Management Fee is permitted to be reduced pursuant to
a formula specified in the Governing Documents, and a corresponding portion (up to
25%) of the relevant General Partner’s commitment is permitted to be structured as
a profits interest.

Management Fees are typically funded with capital contributions drawn for such
purpose, but may also be funded with or withheld from proceeds from investments.

As is generally the case in private equity funds, the Governing Documents provide
that a Fund’s Management Fees will be calculated and charged on a basis that
generally is not tied to the Fund’s then-current net asset value. As further specified
in the Governing Documents, from the effective date of the relevant Fund until the
Adjustment Date, Management Fees generally will be charged based on a formula
tied to the amount of the relevant Fund’s aggregate Commitments. Further, after the
Adjustment Date, Management Fees generally will be charged and calculated based
on a formula tied to the amount of investment contributions (including, where
applicable, a Fund borrowing component (including interest expenses) and the
amount of any capitalized Supplemental Fees (as defined below) or expenses) made
by the relevant Fund relating to the Fund’s aggregate investment(s) (including,
without limitation, equity, preferred equity and debt investments) in its portfolio
companies that have not been realized or completely written off for U.S. federal
income tax purposes (such investments, “Impaired Value Investments”). Due to
differences in the criteria set forth in their respective Governing Documents, in the
event where more than one Fund participates in an investment, there is the possibility
that an investment will become an Impaired Value Investment for purposes of one
Fund’s Governing Documents but not those of one or more other Funds.

Under the Governing Documents, where the fair market value of an investment
exceeds the total amount of investment contributions relating to such investment,
post-Adjustment Date Management Fees will not be calculated based upon such
appreciated value and will instead continue to be calculated based on the amount of
applicable investment contributions. Conversely, the Governing Documents do not
require Management Fees to be reduced or refunded following the occurrence of a
writedown, decrease (including a significant decrease) in fair value or other event not
constituting a complete realization, such as a partial sale or disposition,
reorganization, recapitalization (including recapitalization involving dividends), roll-
over investment in connection with a sale or dividend distribution, except in the case
of investments meeting the relevant Impaired Value Investment standard under the
Governing Documents. For the avoidance of doubt, following the Adjustment Date,
if the fair market value of an Impaired Value Investment is less than the total amount
of investment contributions relating to such Impaired Value Investment, then the
amount of Management Fees otherwise payable relating to such investment will be
reduced solely based on the ratio of the fair market value of each relevant remaining

investment(s) as compared against the amount of total investment contributions
relating to such investment(s) as of the date of the relevant event.

As a result, and as is generally the case for private equity funds, the amount of
Management Fees generally will not correspond with fluctuations in the net asset
value of individual investments or of a Fund, including following the relevant
investment period, and will not be reduced in connection with any write downs
(whether temporary or permanent), except in the case of Impaired Value Investments.
Except where the Governing Documents expressly provide to the contrary,
Management Fees will not be reduced (in whole or in part) in the case of partial sales
or dispositions, distributions (e.g., those resulting from a dividend recapitalization)
or reorganizations, restructurings, roll-over investments, extraordinary dividends or
similar transactions, in each case in circumstances that do not result in the complete
disposition of the relevant Fund’s interest therein, and even in cases where the value
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ITEM 7 – TYPES OF CLIENTS

As described in Item 4 above, EMP provides discretionary investment advisory services to
pooled investment vehicles which are operated as private equity funds. Each investor in

the Private Funds must meet certain eligibility provisions. Specifically, each investor in the
Private Funds is required to represent that it is an “accredited investor” within the meaning
of Regulation D of the Securities Act and, depending on the particular Private Fund in
which an investor subscribes, may be required to represent that it is a “qualified client”
under Rule 205-3 of the Advisers Act.

In addition, certain of the Private Funds are subject to minimum capital commitments, as
set forth in the applicable Governing Documents. Generally, EMP requires a minimum
$100,000 investment from prospective investors but may waive or reduce the minimum
capital commitment at its discretion.