Halifax Investment Management LLC

ITEM 5 - FEES AND COMPENSATION

       A.      Fees

This brochure will be delivered only to the Funds and to investors or prospective investors in the
Funds that Halifax believes to be “qualified purchasers” as defined in section 2(a)(51)(A) of the
Investment Company Act of 1940, as amended. The applicable fees for each Halifax Fund are
disclosed to investors in the private offering materials for the relevant private offering of each
Halifax Fund.

       B.      How Fees are Charged

Management fees are calculated separately in respect of each investor in certain Halifax Funds
and are generally assessed quarterly in advance. Management fees are calculated as an annual
percentage of the total amount an investor agrees to contribute to the Halifax Fund (an investor’s
“capital commitment”) for a specified commitment period, and thereafter are based on the invested
capital attributable to such investor. Such fees may be paid either pursuant to a drawdown of a
portion of such capital commitment or by payment out of cash otherwise available to the Halifax
Fund, for example following a Halifax Fund’s receipt of proceeds from an underlying investment.

In certain of the Halifax Funds, Halifax or an affiliate is entitled to “carried interest,” or
performance fees, to the extent provided in the applicable fund agreement. Performance fees are
typically measured as a percentage of the profits of a Halifax Fund and are negotiated separately
for each Halifax Fund at a rate consistent with industry standards. Any such performance fees are
specifically disclosed to investors prior to investment in the organizational documents of the
applicable Halifax Fund.

As noted above in Item 4.C, Halifax does not receive management fees or carried interest on the
four co-investment vehicles it manages.

       C.      Other Fees and Expenses

Fees unrelated to securities management functions may be paid to Halifax or to a Halifax Fund’s
general partner, managing member, affiliate or an insider of The Halifax Group (“Other Fees”).
These Other Fees include monitoring, business management, consulting and similar fees. Such
Other Fees may be used to reduce (or “offset”) the management fees otherwise payable by the
applicable Halifax Fund in accordance with the governing documents of the applicable Halifax
Fund. In general, any such Other Fees received by Halifax will first be used to reimburse Halifax
for any unreimbursed expenses incurred by Halifax in connection with the acquisition of the
applicable portfolio company. After that, the remaining amount of Other Fees will be discounted
by an amount equal to that portion of the portfolio company’s total equity that is not held by the
applicable Halifax Fund, with the amount of such discount being allocated to Halifax or its
affiliates. Any Other Fees left over will then be allocated between Halifax and the applicable
Halifax Fund in accordance with the applicable provisions of such Halifax Fund’s governing
documents. Only that portion allocated to a Halifax Fund will be used to offset such Halifax
Fund’s management fee. Such potential Other Fee arrangements are disclosed in the private
offering materials for each particular private vehicle offering.

In general, each Halifax Fund will bear all costs and expenses incurred in connection with the
organization of such Halifax Fund, including legal and accounting fees, printing costs, travel and
other out-of-pocket expenses, and all costs and expenses incurred in connection with the offering
of interests in a Halifax Fund (but generally excluding placement fees, if applicable)
(“Organizational Expenses”), up to a maximum amount specified in the applicable Halifax Fund’s
governing documents. Organizational Expenses in excess of this maximum amount, and
placement fees (if applicable), will be paid by applicable Halifax Fund but borne by Halifax
through an offset against the management fee payable by the applicable Halifax Fund.

In addition, each Halifax Fund will generally be responsible for all expenses relating to its own
operations, including, without limitation: (i) the out-of-pocket expenses incurred in connection
with maintaining the existence of such Halifax Fund, (ii) the fees and expenses of outside counsel,
consultants, accountants (including the costs of preparing financial statements, tax returns and
Forms K-1), administrators, custodians, depositaries and other similar outside professionals,
including, without limitation, all valuation and audit fees and fees and expenses of any advisors
retained by the applicable investor advisory committee, (iii) the fees, costs and expenses related
to the discovery, evaluation, purchase, holding, development, monitoring and sale of investments
(to the extent not reimbursed by portfolio companies, by sellers or other third parties, and not
otherwise capitalized as part of such investments), including, without limitation, travel (including
commercial first-class equivalent airfare), accommodation, meal and entertainment expenses
related to such investments, (iv) principal, interest, fees, expenses and other obligations arising
out of any borrowings made by such Halifax Fund or the incurrence of any other indebtedness by
such Halifax Fund, (v) out-of-pocket costs of reporting to the limited partners, and any fund-
related statements, notices, any Freedom of Information Act or Open Records statute (or similar)
responses or other communications, (vi) costs and expenses of any meetings of partners, of the
investor advisory committee and of any executive advisory network, (vii) the costs of any
litigation, D&O liability or other insurance, (viii) any indemnification or extraordinary expense
or liability relating to the affairs of such Halifax Fund, (ix) any taxes, fees or other governmental
charges levied against such Halifax Fund or on its income or assets or in connection with its
business or operations, other than taxes that are attributable to and borne by a partner, (x)
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ITEM 7 - TYPES OF CLIENTS

Halifax generally provides investment advice solely to the Halifax Funds, which are private equity
investment funds and related investment vehicles. Interests in the Halifax Funds are offered
privately to institutional investors (for example, public and private pension funds) and individuals
who qualify to invest in the Halifax Funds because they have a sufficiently high income or net
worth. Halifax typically imposes a minimum investment in connection with investing in a Halifax
Fund, often in the range of $5 million to $10 million, although such minimums may be waived in
the discretion of Halifax. Investment opportunities in a Halifax Fund may be offered to qualified
professionals of Halifax or The Halifax Group, as well as qualified individuals who, although not
employees of Halifax or The Halifax Group, have a pre-existing business relationship with Halifax
or appropriate industry expertise. In addition, Halifax and/or its affiliates make capital
commitments to the Halifax Funds, for investment at the same time and on the same terms (at the
level of the portfolio investment) as other commitments to the Halifax Funds.