Invesco Private Capital Inc

Item 5: Fees and Compensation

This Item 5 requires an investment adviser to describe how it is compensated for its advisory
services, as well as what other costs are borne by an advisory client.

IPC generally receives management fees and carried interest allocations in connection with the
investment advisory services it provides to Funds. IPC charges management fees in arrears. A
specific explanation of how IPC is compensated, and its method of fee calculation are set out in the
offering materials, disclosure documents, management agreements and/or other governing
documents (each a “Governing Document” and collectively, the “Governing Documents”) of the
relevant Fund or SMA and should be carefully reviewed. Fees are generally based on commitments
or invested capital as determined by the relevant Client’s investment management agreement or
Governing Documents. Fees are generally deducted directly from a Fund or billed directly to and
paid by a SMA based on the relevant Governing Documents. Fees and compensation may be
negotiable based on a variety of circumstances such as specialized guidelines, performance fees,
existing accounts or relationships with IPC or its affiliates, offshore relationships, account size, or
type of investor. Employees of the Firm or its affiliates investing in a Fund or in employees’
securities companies offered as parallel vehicles to a Fund may enjoy more favorable fee structures.

Funds. Dependent upon the relevant Fund’s Governing Documents, management fees generally
range from 0.25% to 1.50% per annum payable quarterly on the basis of the limited partners’ capital
commitments or adjusted aggregate cost of investments plus in certain instances 5% - 10% carried
interest, which can include a preferred return of up to 8%. Full disclosure of these fees can be
found in the relevant Fund’s Governing Documents, which may include side letter agreements, if
any, and may vary among investors as fees are negotiable.

Separately Managed Accounts. The amount, timing, manner and calculation of management fees
for SMAs are set forth in the sub-advisory agreements with those Clients’ adviser.

Other Fees or Expenses. In addition to the various fees above, Clients, specifically the Funds,
could bear certain other fees and expenses, as permitted in the Governing Documents, which are
incidental or related to the management and operation of the Funds. For the Funds, these fees and
expenses generally include, but are not limited to: all costs and expenses relating to their
operations, activities, investments and business that are not reimbursed by a portfolio company or
portfolio fund (which reimbursements may be for travel, including, in certain circumstances, meal
and entertainment expenses, and other expenses incurred in connection with such Fund investment)
or applied to reduce transactions fees (as defined by the relevant Fund’s Governing Documents),
including, but not limited to: (a) legal, auditing, consulting, expert network, and accounting fees
and expenses (including costs of reports to the partners, financial statements, tax returns, tax
estimates and Schedule K-1s and any other Fund related reporting, and all costs associated with the
Funds’ administration or filing obligations (including (i) expenses incurred in connection with the
payment to a third-party administrator, if applicable, for the performance of services including
administrative and back- office services and (ii) expenses and costs associated with any software
or online data portal used in connection with the maintenance of the Funds’ books and with such
reporting)); (b) any taxes, fees or other governmental charges levied against the Funds or on their

income or assets in connection with their business or operations and all expenses incurred in
connection with any tax audit, investigation, settlement or review of the Funds, in each case, except
to the extent such amounts are (i) allocable to, or subject to indemnification by, a partner and (ii)
actually borne or paid by such partner; (c) all expenses and costs incurred in connection with
compliance with any applicable regulatory regimes as may be required by applicable laws, rules
and regulations, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, any
applicable Commodity Futures Trading Commission Rules, and any regulatory filings required to
be made in respect of the Funds or any alternative investment vehicle or feeder fund (including
FATCA, Form PF and those relating to the Alternative Investment Fund Managers Directive (the
“AIFM Directive”), but excluding Form ADV); (d) custodial fees, commissions, other fees and
expenses arising from its operations; (e) expenses and fees incurred in connection with the
identification, investigation, structuring, acquisition, holding, organizing, managing, operating,
valuing, winding up, liquidating, dissolving and disposition of the Funds’ proposed or actual
portfolio investments, whether or not consummated (including due diligence in connection
therewith and refinancing thereof), including, but not limited to, interest on money borrowed by or
on behalf of a Fund, legal, accounting, audit, consulting, travel, meals, entertainment, hedging,
attendance at conferences in connection with the evaluation of potential portfolio investments or
specific sectors or industries to the extent such conferences are in furtherance of the Funds’
business, and other expenses (to the extent not subject to reimbursement); (f) appraisal fees and
expenses, including, but not limited to, the cost of obtaining from an independent appraisal firm a
valuation of the portfolio investments held by the Funds as of the end of each fiscal year and
expenses incurred in connection with other third-party valuations; (g) any expenses and costs
incurred in connection with a proposed portfolio investment that would have been allocable to co-
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Item 7: Types of Clients

This Item 7 requires an investment adviser to disclose the types of clients that it generally
advises and any minimum requirements for opening an account.

IPC provides investment advisory services to Funds and sub-advised SMAs in its capacity as a
sub-advisor to third-party regulated entities. IPC manages assets for its Funds and sub-advised
SMAs and offered its Funds, either directly or through its affiliate, Invesco Distributors, Inc.
(“IDI”), to persons who are “qualified purchasers” as defined in the Investment Company Act,
“accredited investors” as defined in Regulation D under the Securities Act, and “knowledgeable
employees” as defined in Rule 3c-5 under the Investment Company Act (typically through
employees’ securities companies).

Investors in Funds may include, but are not limited to, a range of U.S. and non-U.S. institutional
investors, governmental and corporate pension and profit sharing plans (including investors
regulated under the U.S. Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), endowments and foundations, financial institutions, insurance companies, private
wealth and other third-party distribution platforms and certain high net worth individuals and
family offices, and sovereign wealth funds. IPC’s investment activities for its sub-advised SMA
Client accounts are governed by sub-advisory agreements with third-party regulated entities.
Additionally, IPC and/or its employees and affiliates may make capital contributions to the
Funds (or parallel accounts thereof) and/or the general partners of the Funds.

The minimum account size for FOF and Direct Venture Capital sub-advised SMAs is typically
$50 million of assets under management but ultimate sizing is at the discretion of the portfolio
managers. Funds are made available to investors who qualify for such products at investment
amounts determined by IPC.