Gridiron Capital LLC

Item 5.        Fees and Compensation

As compensation for investment supervisory services rendered to the Main Funds, Gridiron
receives from each such Fund an advisory fee (each, an “Advisory Fee”) typically calculated based
on committed capital and/or invested capital. Advisory Fees paid by a Main Fund are indirectly
borne by investors in such Main Fund. Unless otherwise agreed with a Fund’s investors, Advisory
Fees will continue to be payable during any term extensions.

On a date specified in the Offering Documents (the “Stepdown Date”), the Advisory Fee
customarily decreases and is thereafter calculated based on the amount of invested capital
associated with the Fund’s investment(s) in portfolio companies that are not, among other things,
permanently and fully written off, or such other standard as set forth in a Fund’s Offering
Documents (such investments, “Impaired Investments”) or with respect to which the Fund has
completely disposed of its interest (each, a “Disposition”) . Because Advisory Fees are calculated
based on invested capital following the Stepdown Date, the Offering Documents do not require
any reduction or refund of Advisory Fees upon any partial realization, dividend, distribution

(including those arising from dividend recapitalizations), reorganization, restructuring, roll-over
investment, or similar transactions where one or more other Fund(s) exit their investment(s) in the
relevant portfolio company, whether in whole or in part, where the Fund has not completely
disposed of its interest in the portfolio company, even if the value of the Fund’s interest has been
reduced (including materially reduced) (each a “Recap Distribution”) or any decrease in value
(whether temporary or permanent), in each case except to the extent such events constitute a
Disposition or Impaired Investment. As a result, the Advisory Fees generally will not track changes
in the fair value of any individual investment or of a Fund.

Notwithstanding the foregoing, solely with respect to Gridiron Capital Fund II, L.P. (“Fund II”)
and Gridiron Capital Fund III, L.P. (“Fund III”), Advisory Fees following the Stepdown Date are
calculated based on invested capital as reduced by the amount of any writedowns (in whole or in
part) of the applicable Fund’s investments, as determined in accordance with such Fund’s Offering
Documents. As a result, Advisory Fees payable by Fund II and Fund III will decrease to the extent
that Gridiron determines that a portfolio company investment has been written down (in whole or
in part) for the applicable period. This methodology differs from the general approach described
above, pursuant to which Advisory Fees are not reduced on account of temporary or partial write
downs in the fair value of a Fund’s investments (except to the extent there has been a Disposition
or an Impaired Investment). Furthermore, with respect to Fund II and Fund III, in the event that a
previously written-down investment is subsequently written back up (in whole or in part), the
Advisory Fee base with respect to such investment will be adjusted upward to reflect such write-
up; provided, however, that in no event will the Advisory Fee base with respect to any investment
exceed the original invested capital attributable to such investment. For the avoidance of doubt,
any such upward adjustment to the Advisory Fee base will apply on a prospective basis only, and
Advisory Fees previously paid or accrued during the period in which the written-down value was
in effect will not be retroactively adjusted.

The Offering Documents generally do not provide for the reimbursement or refund of Advisory
Fees in the event of Dispositions or Impaired Investments occurring mid-calculation period.

One or more Associates Funds may not be a “qualified purchaser” for purposes of the 1940 Act (a
“Non-QP Associates Fund”). Non-QP Associates Funds do not pay an Advisory Fee. However,
the General Partner of a Non-QP Associates Fund receives Carried Interest (as described in Item
6 below) on distributions of cash generally, after return of the cumulative capital contributions
(plus an 8% compound annual rate of return) paid by each partner, including the General Partner,
to such Non-QP Associates Fund, an amount equal to (i) 20% of the sum of (a) the total cumulative
amounts distributed to the partners as an 8% compound annual rate of return and any other amounts
distributed with a view to reducing the likelihood of such Non-QP Associates Fund making an
excess distribution which would result in a repayment obligation of the General Partner and (b)
the total cumulative amounts distributed to the General Partner pursuant to this clause (i) and (ii)
20% of such distribution remaining after the allocations made pursuant to clause (i).

In addition, Gridiron and its affiliates retain the right to perform management, advisory,
transaction-related, financial advisory and other services (“Related Services”) for, and receive fees
from, actual or prospective portfolio companies or other investment vehicles of the Funds,
including fees in connection with mergers, acquisitions, add-on acquisitions, refinancings, public

offerings, sales and similar transactions. These fees may be substantial. Fees for Related Services
are determined, in part, by the investment professionals and may create a short term incentive to
complete transactions. Also, fees for Related Services are not always based on an exit or sale of a
Fund investment. Accordingly, Gridiron may receive fees for Related Services when a Fund does
not ultimately profit from the investment.

Although fees for Related Services are in addition to the Advisory Fees, Gridiron will in some
circumstances reduce the amount of Advisory Fees paid by the applicable Fund in connection with
the receipt of such fees. The amount and manner of such reduction is set forth in the Advisory
Agreement and/or Offering Documents of the applicable Fund. As some Funds do not pay
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Item 7.        Types of Clients

Gridiron provides discretionary investment advisory services to the Funds, each a pooled
investment vehicle, and not individually to the investors in the Funds. Each of the Funds’ Offering
Documents set forth the eligibility criteria and minimum investment requirements for investors.
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,
insurance companies, pension and profit-sharing plans, trusts, estates, charitable organizations,
university endowments, corporations, limited partnerships and limited liability companies or other
entities.

Gridiron 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 Offering Documents
of such Fund.