Fundamental Advisors LP

Item 5 – Fees and Compensation

All of our fund clients currently are investment vehicles exempted from the definition of investment
company by Section 3(c)(7) of the Investment Company Act of 1940 and we would expect any
new fund clients to be “qualified purchasers” or private funds with “qualified purchaser”
investors. Our fees and other compensation are set forth in the agreements between Fundamental
and our fund clients and are disclosed to investors through the offering documents for the vehicles.
The fees payable to Fundamental Advisors or a related person generally consist of a management
fee that is a flat percentage of capital commitments or invested capital (depending on the nature
and/or lifecycle of the relevant fund client) and a carried interest in the profits of the fund client.
Management Fees are generally paid quarterly in advance or monthly in arrears depending on the
fund client. Management fees generally are not refundable unless the general partner of a fund client
is removed as described in the fund client’s offering documents. In addition, investors in
Fundamental Advisors’ fund clients are generally entitled to a return of their contributed capital plus
a preferred return before Fundamental Advisors or its related persons are entitled to any carried
interest. Fundamental Advisors manages the assets of the fund clients in accordance with the term
sheets, limited partnership agreements and other similar and related agreements and confidential
private placement memoranda for each of the fund clients (herein, collectively, the “Governing
Documents”). The governing documents generally permit Fundamental to negotiate different fees
with investors and to waive the fees for certain affiliates, principals and employees.
From time to time, Fundamental Advisors may receive additional fees in a form of diligence fees,
director’s fees, advisory fees, consulting fees and other types of remuneration (“Portfolio Fees”).
Fundamental Advisors typically applies the Portfolio Fees to offset the management fees (excluding
fees paid to Fundamental Asset Management LLC (“FAM”) and Fundamental Renewables LLC
(“FR”) to cover their operating costs as described below). As a result, Fundamental may have an
incentive to cause fund clients to obtain services from FAM, FR or other affiliates rather than from
unaffiliated service providers, including in circumstances where an unaffiliated provider may offer
services on different terms. To the extent the amount of such transaction fees exceeds the amount
of management fees expected from the relevant fund client over the following twelve-month
period, Fundamental Advisors typically pays such excess to the applicable fund client to reimburse
previously paid management fees.

Each Fundamental Advisors fund client typically pays its own organizational and offering
expenses incurred in connection with fund formation and the offering of interests (which may
include placement agent fees), up to an agreed upon cap with any excess used as an offset to the
management fee. In general, except for compensation of Fundamental’s officers and employees,
office overhead (such as rent, utilities, office supplies and equipment and insurance related to its
business) and regulatory expenses relating to Fundamental and its related persons advising fund
clients, each fund client typically pays for all fees, costs and expenses relating to the operating and
activities of such fund client, including, without limitation, the following: (i) regulatory and
compliance expenses, including for legal and regulatory advice and submissions costs related to
filings with the SEC (e.g., Form PF or regulatory “sweep” examinations) or other regulatory bodies
(e.g., Commodity Futures Trading Commission and National Futures Association) relating to
activities of the fund client (but not for the avoidance of doubt any costs or expenses associated with
Fundamental’s Form ADV), (ii) all costs and expenses incurred in connection with the evaluation,
acquisition, holding, monitoring, refinancing, recapitalization, disposition or proposed disposition of

any actual or potential investments, whether or not consummated, including without limitation
private placement and finder’s fees, due diligence costs and expenses (including for industry
consultants and experts), fees and other compensation, including carried interest as described below,
payable to joint venture and operating partners, investment-related travel expenses (including
transportation, lodging and meals in accordance with Fundamental’s firm policy), taxes, brokerage
fees, sales commissions, underwriting commissions and discounts, appraisal and valuation fees,
dealer spreads and investment banking fees, research expenses, exchange, clearing and settlement
charges, fees and expenses of any third party providers of “back office” and “middle office” services
relating to trade settlement, fees, costs and expenses related to any short sales or hedging transactions,
asset management fees (including those payable to FAM), custodial, depositary, trustee, safekeeping
recordkeeping and other related administrative expenses, insurance costs and expenses associated
with investments, post-closing obligations relating to the disposition of investments and legal,
accounting, administrator and consultant fees, and all unreimbursed out-of-pocket expenses of the
fund client relating to unconsummated transactions (including legal, accounting and consulting
fees, and expenses that would have been borne by co-investors if the transaction were consummated),
(iii) costs and expenses associated with forming, operating and maintaining any joint venture
platforms and special purpose vehicles to hold investments, (iv) any fees, costs and expenses
associated with financing investments or operations (including through a subscription line facility),
including interest, commitment fees, banking fees, fees and expenses associated with guarantees or
...

Item 7 – Types of Clients

Fundamental currently manages the assets of U.S. privately offered pooled investment vehicles for
which its related persons act as general partner or sponsor, as well as certain parallel and
alternative investment vehicles. The fund clients’ structures most resemble those of “private equity
funds” and would be considered “private funds” for purposes of the Investment Advisers Act of
1940, as amended (“Advisers Act”).