Fifth Partners Management LLC

ITEM 5. FEES AND COMPENSATION

                                         Management Fees

As compensation for investment advisory services rendered to the Funds, Fifth Partners generally
expects to receive from each such Fund an advisory fee (each, a “Management Fee”) typically
calculated based on committed capital, remaining invested capital, or fair market value with respect
to such Fund. Management Fees will generally fluctuate throughout the life of a Fund. Management
Fees paid by a Fund are also reduced by certain other fees or compensation received by the Firm or
its affiliates that relate to such Fund’s activities and investments, or by certain organizational or
other expenses borne by such Fund, as described in more detail in the applicable Advisory
Agreements. Management Fees paid by a Fund are indirectly borne by investors in such Fund.

Management Fees are expected to vary Fund by Fund and will generally be paid quarterly in
advance. Management Fees will be deducted directly from each Fund’s account and will generally
be borne by each Fund’s third-party investors. Upon termination of a Fund’s Advisory
Agreements, Management Fees that have been prepaid will be returned on a prorated basis.

In addition to Management Fees, certain Funds may include other types of fees, such as execution
fees. Execution fees, where applicable, are based on specific activities or arrangements outlined in
the Fund’s offering documents. These fees may vary depending on the Fund and the nature of the
services involved. Funds may also charge acquisitions fees (“Acquisition Fees”) which are
percentage fees assessed when a Fund acquires a particular asset. The purpose of an Acquisition
Fee is to compensation a Fund’s General Partner for the incremental expense associated with the
acquisition process.

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

                                          Carried Interest

As more fully described in the applicable Offering Documents, a Fund’s General Partner will
generally receive a carried interest (the “Carried Interest”) with respect to such Fund equal to
varying percentages of realized profits in excess of a set compound preferred return. The Carried
Interest distributed to the General Partner may be subject to a potential clawback at the end of a
Fund’s life if such General Partner has received excess cumulative distributions, and at certain
interim intervals as provided in the Offering Documents.

Carried Interest paid by a Fund is indirectly borne by investors in such Fund. Certain Funds and/or
investors in such Funds can incur lower or no Carried Interest from time to time. Firm personnel
may invest in the Funds indirectly through the Funds’ General Partners, and therefore will
generally not pay Carried Interest with respect to their indirect investments in the Funds.

                                              Expenses

Fund Expenses. If and to the extent permitted by the Advisory Agreements and other Offering
Documents of a Fund, such Fund will bear all expenses relating to it to the extent not borne by its
actual or prospective Portfolio Companies, including, without limitation: (a) the due diligence,
negotiating, structuring, purchase, acquisition, hedging, holding, monitoring, valuing,
restructuring, transferring, sale, or disposition of any investment (whether or not consummated),
including legal, tax, accounting, valuation, appraisal, banking, depositary and consulting fees and
expenses, and Dead-Deal Expenses; (b) the development of any Portfolio Company, including the
employment of third-party consultants; (c) the administration and audit of the Fund, and the
preparation, printing and distribution of financial and tax reports, Schedules K-1, portfolio
valuations and tax returns of the Fund to the investors, governmental authorities or self-regulatory
organizations (including the fees and expenses of third-party service providers related to such
activities); (d) the Fund’s pro rata portion of reasonable costs and fees arising from software or
third-party services used by the Fund for asset valuations, accounting and financial management
activities, investor reporting, relationship management, tracking Portfolio Company metrics, and
communicating securely with investors (in each case, including license fees, subscription and
usage fees); (e) legal, regulatory, administrative and compliance activities of the Fund, the General
Partner and/or the Management Company, in each case with respect to the Fund (including, but
not limited to, regulatory filings of the Fund, reports, disclosures, filings and notifications prepared
in accordance with U.S. securities laws, non-U.S. securities laws, and the AIFMD); (f) compliance
with anti-money laundering or “know your customer” laws, regulations, or other similar
requirements with respect to the Fund, including the fees and expenses of third-party service
providers related to such compliance; (g) compliance with foreign account reporting regimes,
including the fees and expenses of third-party service providers related to such compliance; (h)
compliance with and filings pursuant to CFIUS or any successor thereto or other matters related
to CFIUS in connection with the Fund’s investments or prospective investments, regardless of the
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ITEM 7. TYPES OF CLIENTS

The Firm expects to provide investment supervisory services only to the Funds. Investment advice
will be 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. The Firm may
elect to begin offering services to separately managed accounts (“SMAs”), although it does not do
so at this time. If the Firm begins serving SMAs, there will be an inherent conflict of interest in
allocating opportunities between SMAs and the Funds, or other fund which may be established in
the future. The Firm anticipates mitigating these conflicts of interests through: (1) non-overlapping
investment mandates established in the operating documents of the Funds and similar agreements
with SMAs, (2) agreements concerning opportunity allocation between Funds and SMAs, and (3)
in the case of overlapping investment mandates, establishment of formal rules between Funds and
SMAs govern allocation of opportunities.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the Investment Company Act. Investors in the Funds are generally expected to
be “accredited investors”, as that term is defined in Regulation D promulgated under the Securities
Act, (ii) “qualified clients”, as that term is defined under the Advisers Act and the rules and
regulations promulgated thereunder, and potentially “qualified purchasers”, as that term is defined
in the Investment Company Act and the rules and regulations promulgated thereunder, and will
include, among others, high net worth individuals, banks, thrift institutions, pension and profit
sharing plans, trusts, estates, charitable organizations, university endowments, corporations,
limited partnerships, limited liability companies, and other entities.

The Firm does not expect to have a minimum size for any Fund, although minimum investment
commitments may be established for Fund investors. Minimum investment amounts (if any) will
be set forth in each Fund’s Offering Documents. However, the General Partner of each Fund may
in its sole discretion permit investments below the minimum amounts set forth in its Offering
Documents.