Housatonic Management Company Inc

ITEM 5 – FEES AND COMPENSATION

Housatonic is compensated through the payment of management fees and performance-based compensation
by the Funds. Housatonic will receive an annual management fee (the “Management Fee”) from each Fund,
or directly from the investors (as the case may be) as detailed below:

Housatonic (or its affiliates) receives an investment management fee which will vary by Fund. Generally,
during the term of the Funds (including extension periods) or, as applicable, during the period prescribed
in the Fund Agreement during which the Fund is permitted to make investments in new portfolio companies
(the “Investment Period”), the Funds pay Housatonic a Management Fee, payable quarterly, ranging from
1.00% to 2.50% (per annum) of committed capital. Management Fees for certain of the Funds are reduced
after the applicable Investment Period.

In addition, the Affiliated General Partners may receive a performance allocation (“Carried Interest”). The
Carried Interest is generally equal to 20% of realized gains, which, depending on the Fund, applies once an
Investor in the relevant Fund has either received a specific preferred return (the “Return”) and/or has
received back all contributed capital to date (as of the date of distribution). Depending on the Fund(s),
Investors are generally allocated all gains until they have surpassed the Return. Thereafter, for the
applicable Fund(s), gains are generally shared on an 80%/20% basis between Investors and the Affiliated
General Partners. The Affiliate General Partner to the Continuation Fund and Continuation Fund II has the
right to receive carried interest in the amount up to 30% of distributions in excess of capital contributions
and the preferred return, dependent on the ultimate performance of the Continuation Fund and Continuation
Fund II. In addition, the Affiliated General Partner to the Continuation Fund will be eligible to receive
carried interest with respect to Investors that are rolling over their interests from Housatonic Equity
Investors IV, L.P. (HEI IV) and any new Investors in the Continuation Fund. The Affiliated General Partner
to the Continuation Fund II will be eligible to receive carried interest with respect to Investors that are
rolling over their interests from Housatonic Equity Investors V, L.P. and Housatonic Equity Affiliates V,
L.P. (Fund V) and Housatonic Equity Investors VI, L.P. and Housatonic Equity Affiliates VI, L.P. (Fund
VI). Housatonic professionals invested in the Affiliate General Partner to the Continuation Funds will
receive (or “crystallize”) carried interest from the Investors from HEI IV, HEI V and/or HEI VI in the
connection with the transaction in the Continuation Funds.

The Management Fees paid to Housatonic are not negotiable after they have been documented in the Fund
Agreements. However, pursuant to the applicable Fund Agreements, the Management Fees and/or
performance allocations (and related distributions) may be (and have been) waived and/or reduced at the
discretion of the relevant Affiliated General Partner. Further, in certain Funds the Management Fee may be
offset by up to 100% of the board of director’s fees paid by certain portfolio companies. All such fee offsets
are governed by the detailed terms provided in the Fund’s offering documents.

Housatonic, or the Affiliated General Partners, deduct fees applicable to the appropriate Fund (and
Investors) directly from the Fund’s assets or directly from the capital accounts of Investors (as the case may
be). Investors do not have the ability to choose to be billed directly for fees incurred.

In general, Housatonic receives a Management Fee based on a percentage of each Fund’s committed capital
with certain reductions occurring, depending on the Fund, after the Investment Period of each applicable
Fund. In addition, the Affiliated General Partners may receive Carried Interest based on, among other
factors, a percentage of net income of the Funds (pursuant to the detailed terms as described in each Fund
Agreement). The Management Fee is payable quarterly in advance and the Carried Interest is distributed
pursuant to the terms of the applicable Fund Agreement.

The Affiliated General Partners will be responsible for all normal overhead expenses of managing the
respective Funds, including compensation for each Funds employees, rent, utilities, and other ordinary and
recurring expenses of management. The Funds limited partnership agreements allow for the investigation
(i.e., sourcing) of fund investments, and services such as fund administration, and tax preparation service

expenses. For clarification, certain Housatonic employees are providing sourcing, fund administration, and
tax preparation services, which are paid for by the Funds and/or portfolio companies. Housatonic
benchmarks the compensation of those employees versus the costs of hiring third party vendors in the
industry to ensure that the employee’s compensation is lower than hiring external providers.

The Funds will be responsible for all costs and expenses incurred in the investigation, holding, purchase,
sale or exchange of securities (whether or not ultimately consummated), including private placement fees,
finder’s fees, interest on borrowed money, real property or personal property taxes on investments,
including documentary, recording, stamp and transfer taxes, brokerage fees or commissions, legal fees,
expenses incurred in connection with the investigation, prosecution or defense of any claims by or against
the applicable Fund, including claims by or against a governmental authority, audit and accounting fees,
consulting fees relating to investments or proposed investments, taxes applicable to the Fund on account of
its operations, fees incurred in connection with the maintenance of bank or custodian accounts, and all
expenses incurred in connection with the registration of the Funds’ securities (if applicable) underapplicable
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ITEM 7 – TYPES OF CLIENTS

Housatonic provides investment advisory services to the Funds, as described in Item 4, above. During the
periods of time when the Funds were open to new Investors, the Funds were open only to Investors meeting
certain suitability requirements. In addition, the Funds have typically required an Investor to have a
significant minimum capital commitment in order for such Investor to participate in such Funds. Certain of
the Funds are no longer open to new Investors.

The minimum commitment for an Investor of a Fund is generally $500,000, however, it is outlined in each
Fund Agreement that Housatonic maintains discretion to accept less than the minimum investment
threshold. In addition, the Funds may enter into separate agreements, commonly referred to as “side letters,”
with certain Investors, to modify certain terms or add different terms than those specifically described in
the applicable Fund Agreement. Under certain circumstances, these agreements could create preferences or
priorities for such Investors.