Jordan/Zalaznick Advisers Inc

Item 5 – Fees and Compensation

For services provided to JZCP, we are compensated in accordance with the JZCP Advisory Agreement, which, in
relevant part, is briefly summarized below. For services provided to each other Fund, the Fund pays us a
management fee, typically calculated as a percentage of assets under management, commitments and/or capital
investments under management (provided that JZHL and EMF do not pay us a management fee), a performance-
based fee, whether in the form of carried interest or otherwise, transaction fees, break-up fees, and commitment fees.

Management Fees

JZCP

Pursuant to the JZCP Advisory Agreement, JZCP pays us a quarterly base management fee calculated at an annual
rate of 1.5% of JZCP’s gross assets (excluding certain assets specified in the JZCP Advisory Agreement) for each
quarterly period.

The base management fee is payable in arrears upon the earlier of (1) the 45th day following the end of the
applicable fiscal quarter and (2) the finalization of the financial statements of JZCP for such fiscal quarter; provided
that the JZCP Advisory Agreement provides that payments in advance on account of the base management fee may
be made.

Fund A, L.P.

Fund A, L.P. pays us a management fee up to the amount specified in Fund A L.P.’s organizational documents.
During the “commitment period” of Fund A, L.P., the fee is typically equal to 2.5% of the aggregate capital
commitment of the Fund’s investors, and after the commitment periods ends (or upon such other events as may be
specified in each Fund’s organizational documents), the fee is 0.75% of invested capital, subject to any fee offsets
described in the organizational documents. Mr. Zalaznick and other investors who invest in Fund A, L.P. through
the general partner of Fund A, L.P. do not pay management fees.

The management fee is accrued and payable in advance; typically it is called 3-4 months in advance, but never 6
months or more in advance. In the event of an early termination of Fund A, L.P. we will return to Fund A, L.P. the
proportionate amount of the management fee for the portion of the semi-annual period after the termination date.
Management fees are not negotiable.

EMF and JZHL

EMF and JZHL do not pay us a management fee.

Fund III

Fund III pays us a management fee up to the amount specified in Fund III’s organizational documents. During the
“commitment period” of Fund III, the fee is typically equal to 2.0% of the aggregate capital commitment of the
Fund’s investors, and after the commitment periods ends (or upon such other events as may be specified in each
Fund’s organizational documents), the fee is 1.0% of invested capital, subject in both periods to any fee offsets
described in the organizational documents. Mr. Zalaznick and other investors, including JZCP, who invest in Fund
III through the general partner of Fund III do not pay management fees.

The management fee is accrued and payable in advance; during each quarterly period beginning from and after the
effective date of Fund III and continuing throughout the term of Fund III, Fund III will generally pay us a quarterly
fee in advance on the first day of each respective quarterly period.

Transaction Fees, Break-Up Fees, Commitment Fees, and Monitoring Fees

JZCP

With respect to JZCP, pursuant to the JZCP Advisory Agreement, we may earn:

    •      In the case of an acquisition, a fee payable by the company of up to 2% of the total acquisition price
           (including any deferred or other consideration and transaction costs).

    •      In the case of a disposal, a fee of up to 2% of either (i) the total sale proceeds on a sale of the equity capital
           or all or substantially all the assets of a portfolio company or (ii) the total market capitalization of a
           company on a listing on a public market, to be paid by the portfolio company or its shareholders.

    •      Monitoring fees, to be negotiated at the date of each relevant acquisition, payable by the applicable
           portfolio company and not exceeding 3% per annum of the net income of such portfolio company before
           interest, depreciation, taxes, amortization and other non-cash charges of the company as shown by the latest
           quarterly or other accounts of such portfolio company (audited if annual and available). On a deal-by-deal
           basis, when we believe it is standard in the industry of the portfolio company and appropriate under the
           circumstances, we may include provisions in the consultancy arrangement under which the fees that would
           be due to us over an extended period of time would become immediately due and payable by the applicable
           portfolio company. These provisions, which are generally triggered in the event of a sale of the portfolio
           company by JZCP, may, in the aggregate, result in substantial payments to us, and will reduce the value of
           the portfolio company and reduce the proceeds received by JZCP.

    •      Directors’ fees from a company in respect of a maximum of four persons and not exceeding $90,000 per
           annum in aggregate.

    •      Without duplication of any of the foregoing, reasonable transaction advisory fees in connection with
           specific events (such as, for example, refinancings, securities offerings and business acquisitions and
           dispositions) for which fees are customarily payable to third party advisors.

Fund A

With respect to Fund A, we may earn (1) break-up and similar fees with respect to potential investments that are not
ultimately completed, (2) transaction, commitment and similar fees with respect to transactions that are
consummated, and (3) monitoring fees in connection with certain of our personnel serving as directors or advisors to
portfolio companies. The amount and determination of these fees are disclosed in the organizational documents for
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Item 7 – Types of Clients

As noted in Item 4 above, we provide portfolio management services to the Funds (which may be organized as
domestic or foreign partnerships, corporations, or other incorporated or unincorporated entities). JZCP is currently

listed on a non-U.S. stock exchange and is publicly traded in that jurisdiction; different requirements apply to
transactions with JZCP compared to the other Funds.

The JZCP Advisory Agreement may be terminated by either party upon not less than two and one-half years’ prior
notice to the other party.