Equity International Management LLC

ITEM 5—FEES AND COMPENSATION

Equity International and its affiliated General Partners receive fees and compensation in exchange
for advisory services provided to the Funds, including management fees (“Management Fees”),
carried interest (“Carried Interest), additional compensation in connection with management
services performed for the portfolio companies of the Funds and reimbursements from portfolio
companies for certain expenses advanced on their behalf. The Funds are also responsible for
bearing certain expenses as detailed below and in each Fund’s Governing Documents.

The Feeder Funds do not generally pay a Management Fee or allocate Carried Interest to the
General Partners of the Feeder Funds. Instead, the Feeder Funds, and therefore the investors in
the Feeder Funds indirectly, generally bear the Feeder Fund’s pro rata share of the Management
Fee and Carried Interest applicable to such Feeder Fund’s investment in the relevant underlying
Fund. Notwithstanding the above, there are certain cases in which the Feeder Funds pay
Management Fees or Carried Interest directly.

The following is a general description of fees, compensation and expenses of the Funds.
Differences exist from Fund to Fund, and some Funds may not charge the same fees, compensation
or expenses that other Funds charge. The Governing Documents of each Fund describe the
relevant fees, compensation and expenses in greater detail. Fees are negotiable. Certain investors
in a Fund have negotiated lower fees and other compensation to Equity International for its
own benefit only, through side letters, designated or affiliate partner letters or other
arrangements.

Management Fees

The Funds, their General Partners, affiliates and the Relying Adviser, as applicable, generally pay
the Management Company, directly or indirectly, a Management Fee, payable quarterly in
advance, which during the investment period of a Fund is generally up to 2.0% per annum of the
aggregate non-affiliated investors’ capital commitments to a Fund (the “Commitments”). After
the investment period of a Fund ends, and upon the occurrence of other events described in the
relevant Fund’s Governing Documents, the Management Fee will generally be up to 2.0% of
invested capital (i.e., capital funded into portfolio company investments) minus any investments
which have been written off for U.S. income tax purposes and disposals. The amount of
Management Fees will not correspond with fluctuations in the net asset value of individual
investments, aggregate investments in a portfolio company or a Fund, including following the
stepdown date, and will not be reduced in connection with any write-downs, except in the case of
investments that have been permanently written down for U.S. income tax purposes. 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 distributions, partial sales, reorganizations, restructurings,
roll-over investments 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 of
such Fund’s investment or ownership percentage in a portfolio company has been reduced as a
result of such transaction. In most circumstances, the post step-down Management Fee base will
include capitalized transaction-specific fees and expenses of unrealized investments, which may
include transaction fees charged by Equity International in connection with the investment.

All Management Fees were negotiated with the Fund’s investors during the fundraising period of
the applicable Fund and are not subject to negotiation thereafter. Investors subscribing for interests
in a Fund after the initial closing generally bear the Management Fee from the date of initial
closing, plus interest, as applicable. The Funds are closed-ended investment vehicles intended for
a long-term investment. Accordingly, Management Fees are expected to be paid, except as
otherwise described in the relevant Fund’s Governing Documents, and investors generally are not
permitted to withdraw or redeem interests in the Funds. The Funds generally pay the Management
Fee until the proceeds from its investments have been distributed or until the Management

Company or General Partner’s relationship with the Fund is terminated for the specified reasons
described in the applicable Fund’s Governing Documents and related agreements. Accordingly,
Management Fees are payable during term extensions and beyond the end of the term unless
otherwise notified to investors.

The General Partner of each Fund has, in its sole discretion, waived or reduced the Management
Fee for certain investors in a Fund or with respect to certain investments. For example,
Management Fees are generally waived for Equity International employees, affiliates and their
families investing in a Fund (although such persons generally pay their pro rata share of certain
Fund expenses). Similarly, investors in Co-Investment Funds will, on occasion, pay reduced or
no Management Fees (and similarly generally pay their pro rata share of certain Fund expenses).
Further, the Management Company has ceased taking Management Fees on certain assets in
certain Funds.

The Management Fee payable by a Fund will generally be reduced, in whole or in part and
depending on the Fund, by a pre-established sharing percentage that was negotiated between
Equity International and each Fund’s investors, by (i) all placement fees, (ii) excess organizational
expenses and (iii) all closing fees, investment banking fees, placement fees, commitment fees,
break-up fees, litigation proceeds from transactions not consummated, monitoring fees, consulting
fees, directors’ fees and similar fees (such fees, “Transaction Fees”) received by the Management
Company, the General Partners or certain of their affiliates from a Fund (directly, or indirectly by
...

ITEM 7—TYPES OF CLIENTS

Equity International provides investment advice to its Funds: (i) which generally consist of
investment partnerships and other investment entities formed under domestic or foreign laws that
are not registered or required to be registered under the Investment Company Act; (ii) which are
not made available to the general public; (iii) for which the related securities are not registered or
required to be registered under the Securities Act of 1933, as amended (“Securities Act”); and (iv)
for which interests are privately placed to qualified investors. Qualified investors include

individuals or entities to which Fund interests are permitted to be sold, which generally includes
(i) in the United States, people or organizations who meet certain net worth, income and/or
financial sophistication requirements as described above or (ii) in other countries, as permitted by
the relevant securities laws in such jurisdiction and in compliance with any foreign offering
provisions applicable to Equity International and/or the Funds. The investors participating in the
Funds, both directly and indirectly through Feeder Funds or other legal structures, include high net
worth individuals, banks or thrift institutions, university endowments, fund-of-funds, pension and
profit-sharing plans, trusts, estates, charitable organizations, other corporations or business entities
and principals or other employees of Equity International and its affiliates.

Equity International has established certain clients in the form of special purpose vehicles (“Feeder
Funds”), to address particular tax or regulatory requirements. Each Feeder Fund is an investor in
its respective parallel Fund; interests in such Feeder Fund are held by investors who elect to
participate in the Fund through such Feeder Fund.

The Funds generally have a minimum investment commitment set forth in the applicable Fund’s
Governing Documents, which the General Partner is permitted to waive in its discretion. In most
circumstances, investors in the Funds must also meet certain suitability and net worth
qualifications prior to making an investment. Generally, investors must be (i) “accredited
investors” as defined under Regulation D of the Securities Act, as amended and (ii) either
“qualified purchasers” or “knowledgeable employees” each as defined under the Investment
Company Act.

On occasion, Equity International offers co-investment opportunities to invest alongside a Fund in
certain portfolio company investments made by the Fund. Co-investment opportunities arise when
a portfolio company requires additional capital and Equity International determines that all or a
portion of the applicable opportunity is not required to be offered to, or all is not appropriate for, a
Fund and Equity International believes the Fund will benefit from the participation of co-
investor(s). Such determinations are based on the provisions of the applicable Fund’s Governing
Documents, agreements with lenders and such other factors as Equity International considers in its
sole discretion, including those specified in its policies on investment allocation and co-
investments.

Opportunities to co-invest are made available to any person or entity, including, without limitation,
management and founders of the applicable portfolio company, strategic investors, lenders,
investment bankers, deal sources (including finders and consultants), other private equity or venture
capital firms, Fund investors or other persons or entities affiliated, associated or otherwise known
to Equity International or its personnel. In certain cases, determinations to allocate such amounts
or investment opportunities to vendors or service providers will be made prior to the determination
of the availability of opportunity for other co-investors, and as such generally will decrease the
amount of co-investment opportunities available. Specifically, Equity International offers co-
investment opportunities to invest alongside a Fund to some but not all of the investors in a Fund,
or to third parties, as Equity International determines appropriate in its sole discretion. Furthermore,
Equity International charges some investors that directly or indirectly co-invest different
Management Fees, and causes them to bear different Carried Interest amounts, in its sole discretion.
As discussed above in Item 5, “Fees and Compensation,” fees are negotiable. In addition, Equity

International has on occasion charged co-investors more or less of certain expenses related to the
investment (e.g., legal and other expenses associated with a portfolio company investment) than the
Fund making the investment. Co-investors generally do not pay for expenses related to investments
that are not consummated, or “broken deal expenses.” Although co-investments alongside a Fund
will generally be made on substantially the same terms as the Fund, there can be circumstances in
which the terms differ to the detriment of either or both of the co-investors and the Fund. For
investment vehicles organized and/or managed by Madison Canal, some co-investors have been
provided a board seat or observer rights at a portfolio company, which has the potential to offer the
co-investors access to information and ability to influence the operations and decision-making of
the portfolio company that are not necessarily available to other investors.

Subject to any restrictions contained in the relevant Fund’s Governing Documents or other terms
negotiated with respect to such Fund, in general, no investor has a right to participate in any co-
investment opportunity.

Equity International’s exercise of discretion in allocating co-investment opportunities will not
always result in proportional allocations among co-investors and such allocations can be more or
less advantageous to some co-investors relative to other co-investors. When Equity International
...