IGP Industries LLC

ITEM 5 – FEES AND COMPENSATION

   A. Compensation for Advisory Services

IGP is generally compensated by the Funds through the payment of management fees. In addition,
the Affiliated General Partners may receive performance-based compensation from the Funds.
The specific terms relating to the fees paid by each Fund, summarized below, are negotiated by
the Investors in such Fund at the time of its formation and, as such, may vary from Fund to Fund.

All Investors in Advisory Clients are qualified purchasers as defined in section 2(a)(51)(A) of the
Investment Company Act and accredited investors within the meaning of Regulation D of the
Securities Act.

Following the formation of a Fund, the fees paid by the Funds are not open to renegotiation.

   B. Fees and Expenses

IGP, or the Affiliated General Partners, deduct fees applicable to the Funds directly from the
Funds’ assets. The Funds do not have the ability to choose to be billed directly for fees incurred.

In general, IGP receives a management fee based on a fixed percentage of each Fund’s total capital
commitments. Such management fee is paid in cash quarterly in advance, with fees for any period
shorter than a full quarter being prorated for such quarter. Following the end of a Fund’s
investment period, the fee transitions to a percentage of the Fund’s invested capital, which is
determined by reference to the cost of assets remaining under management.

In addition, as described in Item 6 below, the Affiliated General Partners may receive performance-
based compensation (commonly referred to as “carried interest”), based on, among other factors,
the overall success of the Funds’ investments (pursuant to the detailed terms as described in each
Fund’s Fund Agreement). The carried interest is generally paid when earned.

In addition, IGP, a Principal or the Affiliated General Partners may receive certain transaction fees,
advisory fees, director’s fees, break-up fees or other similar fees in connection with portfolio
investments of the Advisory Clients as compensation for financial advisory and similar services
provided to the Advisory Clients’ portfolio companies (“Portfolio Companies”).

The Advisory Clients are responsible for the expenses of the Advisory Clients including, but not
limited to, formation expenses, legal and accounting expenses, insurance, governmental
compliance audit and related costs of any kind, applicable taxes, fees incurred in connection with
the maintenance of bank or custodian accounts, annual meeting and reporting expenses, advisory
board expenses, expenses incurred in connection with the acquisition (whether or not an
acquisition is ultimately consummated), holding, sale or proposed sale of any Advisory Client
investments, interest on and fees and expenses arising out of all permitted borrowing made by the
Advisory Clients and all expenses of liquidating the Advisory Clients.

   C. Advance Payment of Fees

Management fees applicable to each Fund are paid quarterly in advance to IGP pursuant to the
Management Agreements and relevant Fund Agreements.

An Investor may not withdraw from an Advisory Client prior to dissolution, and may not transfer
any of its interest in the Advisory Client without the prior written consent of IGP or the respective
Affiliated General Partner.

The management fee obligation of a Fund may be terminated only in connection with the
dissolution of that Fund. Pursuant to the Management Agreements, in the event of an early
termination of a Fund mid-quarter, a pro-rated portion of the management fees paid in advance of
the fiscal quarter in which such termination occurs would be returned to the applicable Fund.

Allocation of Expenses

Fund expenses pertaining directly to a Fund will be charged to that Fund. If any Fund expenses
are associated with two or more Funds, such expenses will typically be allocated according to the
relative aggregate capital commitments of the applicable Funds.

Advisors

IGP hires various third-party consultants throughout the Funds’ investment processes, including
advisors who are former senior executives with operating, entrepreneurial and/or investment
experience as well as industry-specific knowledge (“Advisors”). Advisors play an important role
in how we manage our portfolio and may assist with a variety of activities, including market
research, new investment identification, pre-investment business diligence and post-investment
value creation. Advisors are not employees of IGP but consultants who provide an important
source of operating and strategic expertise across a wide spectrum of different fields within our
focus sectors. Through our relationships, we may make our Advisors available to Portfolio
Companies.

Advisors are typically paid a fixed consulting fee by IGP. Consulting fees may vary depending
upon a number of variables, including expertise and time commitment. From time-to-time, these
individuals may also co-invest in transactions in which they are involved under the same terms
and conditions as the applicable Fund. As an Advisor becomes more ingrained with a Portfolio
Company, he or she may take on a more active role, including, for example, taking a board seat
and providing additional services directly to the Portfolio Company. In either case, the Advisor
may receive direct compensation from the Portfolio Company under terms agreed to by the
Portfolio Company and the Advisor or may receive additional compensation from IGP. Under
certain circumstances, an Advisor could also be eligible to receive a finder’s fee from the Portfolio
Company if the Advisor introduces an investment opportunity to IGP that is not consummated
through an auction process. Any compensation received by the Advisor directly from the Portfolio
Company will not offset the management fee as described below.

In the event the Advisor is paid a per diem fee by IGP related to their consulting work on an
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ITEM 7 – TYPES OF CLIENTS

IGP provides investment advisory services solely to the Advisory Clients, as described in Item 4,
above. Each Investor in the Advisory Clients must meet certain eligibility provisions.
Specifically, each investor in the Advisory Clients is required to represent that it is an “accredited
investor” (as defined in Regulation D under the Securities Act), a qualified client under Rule 205-
3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and a qualified
purchaser as defined in section 2(a)(51)(A) of the Investment Company Act. The Advisory Clients
require a significant minimum capital commitment from an Investor.