Empeiria Capital Management LLC

Item 5 – Fees and Compensation

Empeiria provides investment management services to the Funds in exchange for asset
management fees. Pursuant to an investment management agreement, the Fund will pay an
upfront management fee of up to 2% of the amount of an initial investment and an ongoing annual
management fee that is at times reduced or waived depending on the type of investment or
instrument. In certain instances, as outlined in the respective Fund’s Documents, the Fund will
pay up to 2% for subsequent capital calls. In general, the annual asset management fees with
respect to a Fund range from 0% - 2% of either the total capital committed to such Fund by its
investors or capital actually invested by such investors.

The amount of the asset management fee varies for each Fund or each investor in a Fund, and is
determined through negotiations at the time a Fund is formed and generally is not changed
thereafter. The asset management fee is generally invoiced quarterly in advance or in conjunction
with a new or follow-on investment in accordance with the applicable Documents, is generally
deducted from the Funds’ assets, and is generally subject to waiver or reduction by Empeiria at
its sole discretion, including in connection with investments made by Empeiria’s affiliates or
personnel. Empeiria has waived or modified fees borne by certain Empeiria affiliates and
associated persons that have invested in the Funds. If asset management fees are invoiced in
advance and the Fund is terminated before the conclusion of the period covered by the advance
payment, the unearned asset management fees are returned to the Fund in connection with its
termination.

Empeiria receives consulting or monitoring fees from the portfolio companies in which a Fund
invests in circumstances where Empeiria provides professional consulting services to such
portfolio companies. Such consulting fees generally will not be offset against asset management
fees payable by Funds to Empeiria, except as required by the Documents. Empeiria reserves the
right to share all or a portion of any such consulting fee with agents engaged by Empeiria to
provide a portion of any such professional consulting services. It also is possible that portfolio
companies will bear certain expenses that otherwise would have been the obligation of Empeiria
or the Funds.

The GPs also are entitled to receive performance-based compensation or “carried interest.” The
Documents of the Funds generally provide for a distribution waterfall pursuant to which the net
proceeds realized by a Fund (both dividend or interest payments and proceeds from dispositions

of a Fund’s investments) are shared between the GP and the Fund’s investors after the investors
have been distributed their contributed capital and have received a preferred return thereon. The
preferred return to the investors varies from Fund to Fund, and in some cases includes a catch-up
provision. From time to time, the GPs waive or reduce the performance-based compensation that
they receive in connection with investments by a particular investor.

In certain instances, former employees of the Firm, whose compensation included the right to
receive a portion of the carried interest, are also entitled to receive such performance-based
compensation if these rights have been fully vested. In certain instances, designated members of
the Firm are entitled to receive performance-based compensation directly attributable to
distributions from the full or partial sale, initial public offering or dividend recapitalization of
certain portfolio companies and a stated increase in the respective Fund’s or Partnership’s fair
market value (“Incentive Compensation Arrangements”). These Incentive Compensation
Arrangements are in addition to the carried interest and management fees payable to the GP
pursuant to the respective LP Agreement. Any such Incentive Compensation Arrangements are
subject to the consent of the Limited Partners for each respective Fund or Partnership.

Empeiria generally invests for the Funds on a long-term basis. Accordingly, unless otherwise
provided in the Documents, Empeiria generally expects asset management fees and consulting
fees to be paid until the termination of a Fund. If earned, performance-based compensation is
generally paid after the disposition of an investment by a Fund, although performance-based
compensation may also be payable based on the realized income of a partial disposition of an
investment by a Fund but not on unrealized income.

To the extent provided in the Documents, Empeiria pays out of its asset management fees, closing
fees, and consulting fees certain operating expenses, including expenses on account of rent,
utilities, office supplies, office equipment, travel, entertainment, compensation of its managers,
consultants and employees, and other routine administrative expenses related to the services that
it provides to the Funds.

Subject to any special provisions contained in its Documents, each Fund bears all other expenses
of its operation to the extent not borne by its portfolio companies (which may bear expenses
relating to the professional consulting services provided by Empeiria). This includes
organizational and offering costs, legal, accounting, insurance, consulting, research, brokerage
(including investment banking) and finders’ fees (if any), custodial fees, transfer, registration,
interest, taxes, reporting, extraordinary expenses, and the costs of sourcing, investigating,
identifying, analyzing, pursuing, negotiating, consummating, acquiring, holding, managing and
selling actual or potential investments. In certain cases, legal and other services are expected to
be performed by the in-house personnel of Empeiria and/or one or more entities related to the Firm
or its ownership, and in such cases Empeiria, the Funds and the portfolio companies will bear the
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Item 7 – Types of Clients

As described above under Item 4, “Advisory Business,” Empeiria primarily manages a limited
number of private investment funds (i.e., “Funds”) that invest in private equity and private debt
investment opportunities. Empeiria’s Funds are offered exclusively to accredited investors and
qualified purchasers or knowledgeable employees of Empeiria. Any required minimum
investment amount is clearly disclosed in the Documents.