Investcorp Investment Advisers Limited

Item 5 – Fees and Compensation

IIAL and its affiliates provide investment advisory and management services in connection
with private equity investments and receive fees for such services. Depending on the
client, these fees typically include a management fee of up to 2.5% per year of a client’s
committed capital or assets under management. Depending on the client, IIAL receives its
fee quarterly or semi-annually in advance or in arrears during the term of the relevant PE
Fund. Any fees charged in advance will be refunded pro-rata in the event of termination of
an advisory relationship. The management fee may be paid from investment proceeds,
investors’ capital, or other funds or assets.

With respect to certain PE Funds, the management fee earned by IIAL and its affiliates may
be reduced by a percentage of certain fees received by IIAL and certain of its affiliates,
including: private equity activity fees, such as fees paid by Portfolio Companies in
consideration for services rendered in connection with the acquisition of a Portfolio

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Company (e.g., advisory services regarding third party financing) as well as consulting or
monitoring services in connection with post-acquisition operations; and fees received upon
exiting an investment. With certain PE Funds, these offsets may reduce management fees
for a given period below zero, and, if so, such offsets may be carried forward, reducing
future management fees.

IIAL’s affiliates may also receive a carried interest allocation of up to 20% of profits
realized from the sale of investments in Portfolio Companies.

Specifics on IIAL’s and its affiliates’ management fees and compensation in connection with
each PE Fund are set forth in the offering and/or organizational documents for such PE
Fund.

Each PE Fund generally bears the costs and expenses incurred in connection with the
organization of the PE Fund and the general partner (or other managing entity) of the PE
Fund (which is typically an affiliate of IIAL) as well as all expenses relating to the PE Fund’s
operations. Subject to the organizational documents of the PE Fund, the general partner
(or other managing entity) and IIAL (and any other adviser or sub-adviser to the PE Fund)
will generally be responsible for all their own day-to-day operating expenses, including
office overhead and compensation of employees.

Costs and expenses incurred in connection with the purchase and sale of investments in
Portfolio Companies (e.g., legal, financial, accounting, or consulting costs; the costs of other
advisers or any lenders, investment banks, or other financing sources; and travel expenses)
generally shall be charged to the PE Funds. Such costs and expenses may be prorated
between the PE Fund and IIAL’s affiliates based on the amount of the PE Fund’s investment
when the PE Fund co-invests with IIAL’s affiliates. A PE Fund may also bear a pro rata
portion of all fees and expenses incurred in connection with any co-investment
transactions that are not consummated.

Certain PE Funds invest in tandem with other PE Funds. Although such parallel funds
typically have the same economic terms, the structure of such PE Funds may differ. To the
extent certain organizational and other expenses are incurred by one PE Fund, they may be
borne by that PE Fund as well as the parallel PE Fund.

Certain PE Funds may offer co-investment opportunities to one or more of their investors.
Co-investing investors shall pay their own separate expenses with respect to due diligence,
legal, accounting, administration, management, and disposition of co-investment securities,
and will reimburse the PE Fund if the PE Fund incurs additional expenses because of the
investor’s co-investment.

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IIAL’s affiliates may receive transaction fees from the PE Funds in connection with the
consummation, holding or disposition of investments in Portfolio Companies or the
termination of proposed but unconsummated Portfolio Company investments. Affiliates of
IIAL may also charge the Portfolio Companies other fees, including structuring fees,
underwriting fees, and management fees, a portion of which may also be chargeable to the
PE Fund.

Specifics on the costs and expenses charged in connection with a PE Fund are set forth in
the offering and/or organizational documents of the PE Funds. Please also see Item 12,
“Brokerage Practices” for a discussion of IIAL’s brokerage practices in connection with the
PE Funds.

Side Letters

IIAL or its affiliates may enter into an agreement with certain investors in a PE Fund, in
consideration for investing in the PE Fund, commonly known as a “side letter.” Pursuant to
such side letter, the investor may receive, among other benefits, a payment (or rebate) out
of any fees earned by IIAL or an affiliate, “most favored nation” terms and/or a
commitment from IIAL and its affiliates to structure investments to avoid double carried
interest and management fees. These benefits may not be available to all investors.

Negotiation of Fees; Waivers

The fees payable by the PE Funds may be negotiated on a case-by case basis. IIAL or its
affiliates may waive all or a portion of the management fee or carried interest up to a
specified amount that would otherwise be charged advisory clients who are former senior
managers of Portfolio Companies in which IIAL’s affiliates have invested. Similarly, IIAL
may waive all or a portion of the management fee or carried interest up to a specified
amount that would otherwise be charged advisory clients who have strategic or other
important relationships with the PE Fund or IIAL and its affiliates. Employees or affiliates
of IIAL, including the PE Funds’ general partners, and consultants to or family members of
such persons, may also receive a reduction in the management fee.

Item 7 – Types of Clients

We provide investment advice to pooled investment vehicles formed under foreign or
domestic laws and which may operate as exempt investment pools under the Investment
Company Act of 1940. Persons or entities that are solicited to participate in onshore
private investment vehicles, and U.S. persons solicited to invest in offshore private
investment vehicles, must be “qualified purchasers” and generally are not themselves our
clients. Solicitation of non-U.S. persons or entities will be conducted pursuant to applicable
law, as further described in the PE Funds’ offering or subscription documents.

IIAL also provides investment advice to its affiliates in connection with certain U.S. private
equity investment transactions.

Requirements for Opening or Maintaining Accounts

The minimum required investment commitment varies among the PE Funds, and in certain
circumstances the minimum investment requirement may be waived. The offering
documents for each specific PE Fund contain detailed information concerning the relevant
minimum investment requirements.