Endicott Management Company

FEES AND COMPENSATION

EMC or its affiliates generally receive Management Fees and Carried Interest (each as defined
below) from Funds as set forth in detail in such Funds' offering document or investment
management agreement. A brief summary of such fees is provided below.

Management Fees

As compensation for investment advisory services rendered to the Funds, EMC receives from
most Funds a management fee (each, a “Management Fee”), that is typically calculated based on
capital commitments during the applicable Fund’s investment period or actively invested capital
following the termination of such Fund’s investment period. EMC’s management fee has ranged
from 1.0% to 2.0%. Management Fees paid by a fund may also be reduced by other fees or
compensation received by EMC or its affiliates that relate to such Fund’s activities and
investments. Management Fees paid by a Fund are indirectly borne by investors in such Fund.

Management Fees billed to and received from the Funds accrue and become payable quarterly in
advance, on the first day of such fiscal quarter. Management Fees will be prorated on a daily
basis for partial quarters.

The precise amount of, and the manner of calculation of, the Management Fees for each Fund are
established by EMC and are set forth in the Fund’s Advisory Agreement and / or the Governing
Documents received by each investor prior to investment in such Fund. The fee structures
described may be modified from time to time. Fees may differ from one Fund to another, and
could potentially vary among investors in the same Fund. In addition, EMC may enter into
economic and / or other fee sharing arrangements with respect to one or more Funds and / or
certain limited partners thereof, the rights of which will not generally be made available to other
limited partners.

EMC will return that portion of any pre-paid Management Fee that it is not entitled to receive,
including the Management Fees paid for periods after any termination of EMC as the investment
manager of the Fund. The amount so returned will be based on the period during which EMC
ceases to provide services.

Carried Interest

As general partner of a Fund, the GP is entitled to performance-based allocations and
distributions in the form of carried interest. A detailed description of the carried interest
calculation methodology applicable to a Fund can be found in the Fund’s Governing Documents.
Generally, carried interest is calculated based on a percentage of the profits generated from the
Fund’s investments ranging from 10% to 20% and is subject to the satisfaction of a preferred

return, the recoupment of allocated losses and fees, if any, and expenses and other criteria set
forth in the Governing Documents. The carried interest is allocated on a periodic basis and
distributed to the GP based on the terms set forth in the Governing Documents. The GP may
waive or defer all or a portion of the carried interest in respect of any investor. The existence of
a GP’s carried interest may create an incentive for the GP to make riskier or more speculative
investments on behalf of the relevant Fund than would be the case in the absence of this
arrangement.

Other Fees

EMC personnel may serve on the boards of directors of portfolio companies and occasionally
EMC and its affiliates perform transaction-related, financial advisory and other services for, and
receive fees from, actual or prospective portfolio companies of the Funds, including board
services fees and fees in connection with structuring investments, mergers, acquisitions, or
similar transactions with respect to such portfolio companies (“Transaction Fees”). EMC and its
affiliates may also receive monitoring fees pursuant to monitoring agreements with portfolio
companies of the Funds governing the advice, consultation and other similar ongoing services
provided by EMC to such portfolio companies (“Monitoring Fees”). In addition, EMC and its
affiliates may receive fees in connection with serving on the board of directors of a portfolio
company (“Director Fees” and, together with Transactions Fees and Monitoring Fees, the “Other
Fees”).

Generally, under the terms of the applicable Governing Documents, for purposes of calculating
any Management Fee offset, Other Fees are net of out-of-pocket costs and expenses incurred by
EMC in connection with generating any such fees. Other Fees may be substantial and are often
paid in cash or in securities of the portfolio companies. These Other Fees reduce on a dollar-for-
dollar basis, the amount of Management Fees paid by the applicable Fund in connection with the
receipt of such Fees. The manner of such reduction is set forth in the Governing Documents of
the applicable Fund.

To the extent EMC or an affiliate receives any Other Fees (e.g. director fees in connection with
EMC personnel continuing to serve on the company’s board of directors) from a former portfolio
company after a Fund has fully exited its investment in the company, such fees received after the
exit will generally not be subject to a reduction, provided that such fees were not received for
services or activities that occurred prior to the exit.

Expenses

In consideration of the Management Fee, EMC shall bear the cost of office space and utilities,
equipment and news services, administrative services and professional, secretarial, clerical and
other personnel. The Funds shall not bear the expense of such items.

Except for the expenses to be borne by EMC or affiliate as described above, all costs and
expenses incurred in connection with operating the Funds that are not reimbursed by portfolio
companies (which reimbursements may cover travel, lodging, meals and any other expenses
incurred in connection with such portfolio companies) shall be borne by the Funds. The Funds
will generally pay, or reimburse EMC for, all out-of-pocket costs and expenses relating to the
Funds' activities, including the Management Fee, external legal, accounting, auditing,
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TYPES OF CLIENTS

The only investment advisory service provided by EMC is in the capacity of acting as the
investment adviser to the Funds. Investment advice is provided directly to the Funds and not
individually to investors in such Funds. Interests in the Funds are offered pursuant to applicable
exemptions from registration under the Securities Act and the 1940 Act. Investors in the Funds
are “qualified purchasers” as defined in the 1940 Act, and include, among others high net worth
individuals, public and private pension and profit-sharing plans, trusts, estates, corporations,
limited partnerships and limited liability companies or other entities. Details concerning
applicable investor suitability criteria are set forth in the applicable Fund’s Governing
Documents and subscription materials. The Governing Documents of each Fund generally
provide for a minimum investment amount (typically $1 million), although such minimums may
be waived.