Equality Asset Management LP

Item 5. Fees and Compensation

The Adviser or its affiliates generally receive Advisory Fees and Carried Interest (each as defined
below) or similar performance-based remuneration from a Fund. A Fund and/or its portfolio
companies may also make other payments to the Adviser or its affiliates for services provided to
the portfolio companies which, in certain circumstances, may reduce the Advisory Fees payable
to the Adviser. Additionally, consistent with the Organizational Documents of a Fund, a Fund
typically bears certain out-of-pocket expenses incurred by the Adviser in connection with the
services provided to a Fund and/or the portfolio companies. Further details about certain common
fees and expenses are set forth below.

Advisory Fees

As compensation for investment supervisory services rendered to the Funds, the Adviser receives
from each such Fund an advisory fee (each, an “Advisory Fee”) typically calculated based on
committed capital or remaining invested capital, with respect to such Fund. Advisory Fees may
be reduced during the life of a Fund. Advisory Fees paid by a Fund may also be reduced by other
fees or compensation received by the Adviser or its affiliates that relate to such Fund’s activities
and investments, or by certain excess organizational or other expenses borne by such Fund, as
described in more detail below. Advisory Fees paid by a Fund are indirectly borne by investors in
such Fund. The general partner of a Fund does not pay Advisory Fees in connection with their
investment in or alongside a Fund.

Advisory Fees are billed to and received from the Funds, a portion of which is payable in arrears
and a portion of which is payable in advance, fifteen (15) days following the commencement of
each semi-annual period.

The precise amount of, and the manner and calculation of, the Advisory Fees for each Fund are
established by the Adviser and are set forth in such Fund’s Advisory Agreement and/or the
Organizational Documents received by each investor prior to investment in such Fund. The
Advisory Fees and other fees and distributions described herein are generally subject to
modification, waiver or reduction by the Adviser in its sole discretion, both voluntarily and on a
negotiated basis with selected investors via side letter and other arrangements, which may not be
disclosed to other investors in the same Fund. The fee structures described herein may be modified
from time to time. Fees may differ from one Fund to another, as well as among investors in the
same Fund.

The Advisory Fees paid by a Fund will generally be reduced by a percentage of: (1) the amount
of fees paid by such Fund to persons acting as a placement agent in connection with the offer and
sale of interests in such Fund to certain potential investors, (2) the fees incurred by the Adviser in
connection with the organization of such Fund that exceed limit specified in such Fund’s
Organizational Documents and/or (3) certain Other Fees (as defined below) received by the
Adviser or its affiliates. The amount and manner of such reduction, if any, is set forth in the
Advisory Agreement and/or Organizational Documents of the applicable Fund. To the extent a

reduction relates to more than one Fund, the Adviser shall allocate the resulting Advisory Fee
reduction among the applicable Fund(s) in proportion to their interest (or prospective interest) in
the portfolio company. To the extent a Fund does not pay Advisory Fees, any such reduction
would not benefit such Funds. Generally, the portion of Other Fees allocable to capital invested
by a Fund, co-investment vehicle or third-party investor that does not pay Advisory Fees will be
retained by the Adviser and such amounts will not offset any Advisory Fee. To the extent any
reduction would reduce the Management Fee for a semi-annual period below zero, such reduction
will be carried forward for future application until the expiration of a Fund’s term.

Upon termination of an Advisory Agreement, Advisory Fees that have been prepaid are generally
returned on a prorated basis.

Other Fees

Fees Payable by the Portfolio Companies

In addition to the Advisory Fees and Carried Interest, the Adviser and its affiliates may receive a
variety of other fees relating to the investment activities of a Fund and its portfolio companies
including transaction fees, monitoring fees, director fees, financial advisory fees, organization
and financing fees, operational fees, commitment fees, break-up and topping fees, divestment
fees, termination fees, project fees, fees relating to the arrangement of acquisitions or other
financial restructuring, investment banking fees, fees relating to credit origination, loan
syndication, loan serving and/or other types of management consulting and other similar
operational and financial matters and/or other fees and annual retainers from, or with respect to,
the portfolio companies (collectively with the other fees described in this section, “Other Fees”).

As noted above, the Adviser and its affiliates may receive “monitoring fees” pursuant to
monitoring agreements with portfolio companies of the Funds governing the advice, consultation
and other similar ongoing services provided by the Adviser to such portfolio companies. The
terms of a monitoring agreement may include (among other things) annual automatic renewals,
the payment of monitoring fees (which may be fixed fees or calculated as a percentage of EBIDTA
or similar performance metric), and the acceleration of payment of the monitoring fees upon
certain termination events, including the occurrence of an initial public offering or strategic exit.
The accelerated monitoring fee may be calculated as the present value of hypothetical future
payments, which may be based on an assumed growth in performance, based on an assumed
growth of EBITDA or similar metric, and may be calculated using a discount rate as low as the
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Item 7. Types of Clients

The Adviser currently provides investment supervisory services to the Funds. Investment advice
is provided directly to the Funds (subject to the direction and control of the general partner of
each such Fund, if applicable) and not individually to investors in such Fund.

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 generally “qualified purchasers” as
defined in the 1940 Act, and may include, among others, high net worth individuals, banks,
pension and profit-sharing plans, trusts, estates, charitable organizations, university endowments,
foundations, family offices, insurance companies, corporations, sovereign wealth funds, third-
party asset managers, limited partnerships and limited liability companies or other entities.

The Adviser does not have a minimum size for a Fund, but minimum investment commitments
may be established for investors in the Funds. The general partner of each Fund may in its sole
discretion permit investments below the minimum amounts set forth in the Organizational
Documents of such Fund.