JH Whitney Capital Partners LLC

Item 5. Fees and Compensation

Limited Partners in a Whitney Fund are generally charged management fees based on their
committed capital or assets under management. Management fees are generally payable on a
quarterly basis in advance.

The specific payment terms and other conditions of the management fees and/or carried interest
allocations referred to in Item 6, below, are set forth in a Whitney Fund’s Partnership Agreement
and Advisory Agreement. Such terms were generally negotiated and established at the time that
the Whitney Fund was established. In the case of certain Whitney Funds, Whitney Capital Partners
opted to forego receiving certain of such management fees and instead had such amounts applied
as contributions with respect to Whitney Capital Partners’ capital commitment as a limited partner
of such Whitney Fund.

In connection with certain investments made by the Whitney Funds, Whitney Capital Partners or
related entities received transaction fees, management and monitoring fees, debt placement fees,
directors’, and other fees from the portfolio companies in which the Whitney Funds invest. The
fees received from a Whitney Fund’s portfolio company (generally net of any unreimbursed
transaction and out-of-pocket expenses incurred by Whitney Capital Partners and the General
Partner in connection with such Whitney Fund’s transactions) were and will continue to be applied
to reduce management fees otherwise payable by the Whitney Fund to Whitney Capital Partners.
If at the termination of such Whitney Fund, the total amount of such fees and payments received
by Whitney Capital Partners and its related entities exceeds the amount applied to reduce
management fees, each limited partner in such Whitney Fund will have the option of receiving its
pro rata share of such fees and payments not applied to reduce management fees. Any such
amounts not elected to be received by limited partners will be recognized by Whitney Capital
Partners as ordinary income.

Each Partnership Agreement and Advisory Agreement describes which expenses will be borne by
the Whitney Fund and by Whitney Capital Partners and the General Partner. Whitney Capital
Partners and the General Partner are responsible for the payment of certain operating expenses of
the Whitney Fund, including administrative and overhead expenses, and if so provided in the
Partnership Agreement and Advisory Agreement and to the extent not reimbursed by portfolio
companies, expenses related to the acquisition, monitoring and managing of the Whitney Fund’s
investments. Other expenses are generally borne by the Whitney Fund, including organizational
costs, out-of-pocket costs of administration, including legal, accounting, auditing, tax compliance,
and consulting expenses, litigation costs, indemnity obligations, insurance, brokerage, custody,
interest and financing expenses, and similar fees, costs and expenses.

Item 7. Types of Clients

Whitney Capital Partners provides investment advisory services to the Whitney Funds, which are
private limited partnerships that invested primarily in private equity transactions. Investors in the
Whitney Funds include high net worth individuals and various types of institutional investors such
as private and public employee pension and benefit plans, charitable foundations, endowment
funds, sovereign wealth funds, corporations, trusts and private partnership fund of funds. All
investors in the Whitney Funds are required to be “accredited investors” (as defined in Regulation
D promulgated under the 1933 Act), “qualified clients” (as defined in rules under the Advisers

Act) and, with respect to the Whitney Funds excluded from the definition of investment company
under Section 3(c)(7) of the Investment Company Act, “qualified purchasers” (as defined in such
Act), and otherwise be permitted to invest in the Whitney Fund under any other applicable
securities laws.