Growthcurve Capital LP

Item 5 - Fees and Compensation
GrowthCurve is entitled to a management fee (the “Management Fee”) for providing management
services to certain Partnerships in accordance with their respective Governing Documents.
Management Fees are generally expected to be payable quarterly in advance. Each Private Equity
Partnership is generally expected to be charged a Management Fee of up to 2.0% per annum of the
aggregate capital commitments of Investors during the respective Partnerships’ commitment period;
each Private Equity Partnership is charged a Management Fee thereafter of up to 1.75% per annum
of the aggregate actively invested capital in respect of investments held by the Partnership. Investors
in Single Investment Partnerships may bear a Management Fee of up to 1.25% per annum of actively
invested capital, but such Management Fee may vary in the future. Investors should refer to their
respective Governing Documents for such terms. Currently, the Other Account managed by

GrowthCurve does not pay any management fees but bears its pro rata share of expenses with respect
to its portfolio company investment.

The Management Fee may be paid out of current income and disposition proceeds of the
Partnerships, or to the extent necessary and permitted under the Partnerships’ respective Governing
Documents, from drawdowns of unfunded capital commitments of the Investors or drawdowns of
capital in addition to the capital commitments of the Investors. GrowthCurve in its discretion can
elect to waive all or a portion of any future management fees payable by certain Partnerships and/or
Investors, including with respect to any employee of GrowthCurve.

In addition to the Management Fee, in connection with the affairs of the Partnerships, GrowthCurve
may receive (i) monitoring fees, consulting fees, advisory fees, directors’ fees, commitment fees,
and other similar fees, and (ii) deal fees related to the acquisition of, investment in or financing of a
portfolio company, and break-up fees (together the “Transaction Fee”). GrowthCurve has received
certain of the aforementioned fees. The Partnerships’ Management Fee may be offset, or reduced,
by all or a portion of the Partnerships’ Investors’ pro rata share of such fees (but not reimbursements
of out-of-pocket expenses paid to third parties), in accordance with the Partnerships’ respective
Governing Documents. Any portion of the Transaction Fee that does not offset a Partnership’s
Management Fee will be retained by the Firm and will not be for the benefit of such Partnership or
such Partnership’s Investors. Additionally, any consulting fees, structuring fees, transaction fees,
directors’ fees, monitoring fees, advisory fees or similar fees received by a third party (including,
without limitation, any co-sponsor or other investment adviser) from a portfolio company will not
increase or otherwise alter the calculation of the Management Fee offset amount in respect of any
Transaction Fees related to such portfolio company. The Management Fee may be further reduced,
waived or rebated (including where the advisory contract is terminated prior to the end of the
applicable billing period) at the sole discretion of GrowthCurve.

In addition, it is the Firm’s practice to retain or engage certain independent senior professionals
(“operating partners”) as consultants to portfolio companies or the Partnerships. These operating
partners provide specialized services related to the identification and evaluation of investment
opportunities and/or utilize their operating and leadership experience in connection with the
acquisition, holding, growth and/or operational improvement of portfolio companies. The
agreements between the operating partners and GrowthCurve may provide that such services
provided be either on an exclusive or non-exclusive basis with the portfolio companies or the
Partnerships. In performing these services, operating partners generally serve in management or
policy-making positions at portfolio companies, or provide portfolio consulting services to the
Partnerships, and receive compensation directly from portfolio companies and/or the Partnerships
for such services. As set forth in the Governing Documents of the Partnerships, any salary, fees or
other compensation paid by a portfolio company or the Partnerships to any operating partner
retained by the Firm, or to any other unaffiliated person who acts as an officer or director of, or in
an operational or management role at, a portfolio company, do not offset or reduce the Firm’s
Management Fee. To the extent such salary, fees or other compensation is paid by the Firm, the
Partnerships and/or portfolio companies reimburse the Firm for such expenses and such
reimbursements are not treated as offsets to the Management Fee. In addition, certain operating
partners may receive profits or equity interest (e.g., options) in the portfolio companies for which
they perform services, and/or be given the opportunity to participate in the General Partners of the
applicable Partnerships.

After its commitment period, a Private Equity Partnership will, generally, only pay a management
fee based on aggregate actively invested capital. Management fees charged and calculated based on
actively invested capital are in turn tied to the amount of investment contributions (including, where
applicable, a Private Equity Partnership borrowing component and the amount of any fees or
expenses related to such acquisition that are capitalized into the transaction and contributed by the
respective Private Equity Partnership). Additionally, the Governing Documents of certain
Partnerships state that actively invested amount for a portfolio investment will not be reduced for
investments that have decreased in value unless the portfolio investment has been determined to be
worthless for federal income tax purposes. As a result, the amount of management fees generally
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Item 7 - Types of Clients
GrowthCurve’s Clients are generally pooled investment vehicles that are exempt from registration
under the Investment Company Act. The Investors in the Partnerships are generally required to meet
certain suitability and net worth qualifications (e.g., the Investors must be (i) “accredited investors”
within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, and (ii)
“qualified purchasers,” as defined in the Investment Company Act, or “knowledgeable employees”
within the meaning of the Investment Company Act).

Generally, the minimum initial commitment of the Investors in each Private Equity Partnership is
$10,000,000, although lesser amounts have been and may in the future be accepted at the discretion
of the General Partner of such Private Equity Partnership. Conditions for investing in a Partnership
are stated in the respective Partnership’s Governing Documents.

Side Letters
GrowthCurve has in the past and will in the future enter into side letter arrangements (“Side Letters”)
with certain Investors in the Partnerships providing such Investors with different rights or terms,
including but not limited to (i) “most favored nations” treatment with respect to terms granted in
other Side Letters; (ii) the right to appoint a voting or non-voting member to the advisory committees
of the Partnerships and certain rights or procedures relating thereto; (iii) terms that relate to the tax,
legal or regulatory situation, internal policies or practices, structural attributes, operational or
contractual requirements, administrative controls, principal place of business, jurisdiction of
formation, sovereign status or domicile or organizational form of the applicable Investor; (iv)
waivers of the confidentiality obligations under the Partnership Agreement or other rights relating
to the confidential information of a Partnership or such Investor; (v) the right to be excused from
the obligation to make a capital contribution with respect to a portfolio investment as a result of a
statute, rule, order, judgment or legal, regulatory, policy-based or other similar restriction or
limitation applicable to the Investor (which may increase the percentage interest of other Investors
in, and contribution obligations of, other Investors with respect to, such portfolio investments); (vi)
representations and covenants from GrowthCurve or the Partnership addressing the payment of
placement fees or similar payments made with respect to the admission (or continued investment)
of Investors, including provisions intended to address the requirements of anti-“pay-to-play” or
similar regulations; (vii) consents to or rights with respect to the sale, exchange, transfer,
assignment, conveyance, pledge, mortgage, encumbrance, hypothecation, swap or other disposition
of the Investor’s Interest; (viii) rights with respect to reporting or notice of or access to information
not otherwise contemplated by the Governing Documents; (ix) terms clarifying or limiting the scope
of any power of attorney set forth in the relevant Governing Documents; and (x) waivers, discounts
or other reductions to the management fee, carried interest or other similar economic benefits,
including limitations on the applicable Investor’s share of any general or specific category of fees,
costs or expenses of the Partnership. Any rights established, or any terms of the Governing
Documents altered or supplemented, in such Side Letters with an Investor will govern with respect
to such Investor notwithstanding any other provision of the Governing Documents. Such Side
Letters will result in differential treatment among the Investors.