Keystone Capital Management LP

Item 5 – Fees and Compensation

Keystone and its affiliated General Partners receive fees and compensation in exchange for advisory
services provided to the Funds, including management fees, carried interest, additional compensation
in connection with management services performed for the portfolio companies of the Funds and
reimbursements from the Funds and/or portfolio companies for certain services (including on behalf
of the Operations Group, as defined below) and expenses advanced on their behalf. The Funds are
also responsible for bearing certain expenses as detailed below and in each Fund’s Governing
Documents. Differences exist from Fund to Fund, and certain Funds do not charge certain fees,
compensation or expenses that other Funds charge or charge them in different amounts. The
following is a general description of fees, compensation and expenses of the Funds. Limited partners
should refer to the Governing Documents of the applicable Fund for a complete understanding of
how Keystone is compensated for its advisory services; the information contained herein is a summary
only and is qualified in its entirety by such documents.

Management Fees

Keystone charges each Fund a management fee (the “Management Fee”), generally 2% per annum of
non-affiliated limited partner commitments. Management Fees are initially charged at 2% of each
non-affiliated limited partner’s committed capital for the period of time during which a Fund is making
investments; thereafter, the Management Fee is equal to 2% of each non-affiliated limited partner’s
invested capital with respect to investments that have not been disposed of or completely written off.
A Fund’s borrowings are generally taken into account for purposes of calculating the Management
Fee, as provided in each Fund’s Governing Documents.

The amount of Management Fees generally will not correspond with fluctuations in the net asset value
of individual investments, aggregate investments in a portfolio company or of a Fund, including
following the stepdown date, and will not be reduced in connection with any write downs, except in
the case of investments that have not been disposed of or completely written off for U.S. federal
income tax purposes. Permanent write-down determinations are made in the discretion of the
valuation committee in accordance with the relevant Governing Documents and the Firm’s valuation
policy. Except where the Governing Documents expressly provide to the contrary, Management Fees
will not be reduced (in whole or in part) in the case of partial distributions (e.g., those resulting from a
dividend recapitalization), partial sales, reorganizations, restructurings, roll-over investments or similar
transactions, in each case in circumstances that do not result in the complete disposition of the relevant
Fund’s interest therein, and even in cases where the value of such Fund’s investment or ownership
percentage in a portfolio company has been reduced as a result of such transaction. In addition,
Management Fees generally will not be reimbursed or refunded under the Governing Documents in

the event of realizations, dispositions or partial write-downs that occur partway through the relevant
calculation period. Where there has been a partial disposition or permanent write-down of a Fund’s
investment and the fair market value of such investment following such event exceeds the total
amount of such Fund’s investment contributions relating to such investment, the Governing
Documents do not require Management Fees after the stepdown date to be reduced. In most
circumstances, the post step-down Management Fee will include capitalized transaction-specific fees
and expenses of unrealized investments, including transaction fees charged by Keystone in connection
with the investment, which poses a conflict of interest in that the inclusion of such fees and expenses
result in a higher Management Fee than if such transaction fees and expenses were not capitalized into
the asset base.

Assessed quarterly in advance, Management Fees are collected through a capital call, through a draw-
down on the Fund’s line of credit or offset against a distribution to limited partners. All Management
Fees were negotiated with the Fund’s limited partners during the fundraising period of the applicable
Fund and are not subject to negotiation thereafter. Generally, limited partners participating in a
subsequent closing after the initial closing of a Fund are responsible for paying the Management Fee
as of the date of the initial closing of such Fund, plus interest, as applicable. In addition, Management
Fees are payable during term extensions unless otherwise notified to limited partners.

The General Partners are permitted, in their sole discretion, to reduce or waive all or a portion of the
Management Fee. Fees are generally waived for Keystone employees (including employees investing
through a General Partner), affiliates and their respective families investing in a Fund (although these
limited partners generally pay their pro rata share of certain Fund expenses).

As per the provisions of the Governing Documents, Keystone is permitted to waive, defer, or reduce
all or a portion of the Management Fee payable by a Fund in full or partial satisfaction of any obligation
of a General Partner and certain employees to invest in and alongside such Fund. Certain waived
portions of the Management Fee are treated by the Governing Documents as deemed capital
contributions by a General Partner, which is effectively invested in the relevant Fund on the General
Partner’s behalf and operates to reduce the amount of capital the General Partner would otherwise be
required to contribute to the Fund. Limited partner capital contributions are generally accelerated due
to waived, deferred, or reduced Management Fees and/or the timing of receipt of fees subject to
offsets, and Fund limited partners could thus receive less than the full benefit of such reductions or
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Item 7 – Types of Clients

Keystone provides investment advice to its Funds, which are exempt from registration under the
Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder
(“Investment Company Act”), and to the Pre-Fund Investments. The Funds limit their respective
limited partners to: (i) “accredited investors” as defined in the Securities Act of 1933, and (ii) “qualified
purchasers” or “knowledgeable employees,” each as defined in the Investment Company Act, or (iii)
if applicable, “qualified clients,” as defined in the Advisers Act. Limited partners in the Funds must
also meet certain other suitability qualifications prior to making an investment in the Funds. The
Funds are not registered or required to be registered under the Investment Company Act, are not
made available to the general public, their securities are not registered or required to be registered
under the Securities Act of 1933 and Fund interests are privately placed to qualified investors.
Qualified investors include individuals or entities to which Fund interests are permitted to be sold,
which generally includes (i) in the United States, people or organizations who meet certain net worth,
income and/or financial sophistication requirements as described above or (ii) in other countries, as
permitted by the relevant securities laws in such jurisdiction and in compliance with any foreign
offering provisions applicable to Keystone and/or the Funds. The Funds typically require capital
commitments from each limited partner of at least $1 million, although the relevant General Partner
has, in its sole discretion, accepted lesser amounts.

The limited partners participating in the Funds include high net worth individuals, other investment
entities, endowments, family offices, pension and profit-sharing plans, trusts, estates or charitable
organizations, corporations, fund of funds, limited partnerships, limited liability companies or other
business entities, or other service providers retained by Keystone, and typically include, directly or
indirectly, principals or other employees of Keystone and its affiliates and members of their families.

Keystone will generally pursue all appropriate investment opportunities through its Fund vehicles.
However, from time to time, a portfolio company requires additional capital in order to complete a
portfolio company transaction and in such cases, Keystone reaches out to select limited partners and
third parties for additional capital. These co-investments are not managed by Keystone, are not
subject to custody by Keystone and are not deemed to be clients of Keystone. Nevertheless, Keystone
will perform management, advisory and other services for the portfolio companies in which these co-
investment vehicles invest alongside the Funds, generally at no additional cost to such vehicles except
portfolio company fees and expenses (which such expenses are recorded at the portfolio company).

Opportunities to participate in co-investment transactions arise when Keystone has the opportunity
for an investment in an existing or prospective portfolio company and Keystone determines that (i)
an investment requires additional capital, (ii) all or a portion of the applicable opportunity is not
required to be offered to a Fund, (iii) the full investment opportunity is not appropriate for a Fund,
whether due to concentration restrictions contained in the Fund’s Governing Documents or otherwise
or (iv) Keystone believes the Fund will benefit from the participation of the co-investor(s). Such
determinations are based on the provisions of the applicable Governing Documents, side letter

agreements, agreements with lenders and such other factors as Keystone will consider in its sole
discretion, including those specified in its policies on investment allocation and co-investment.
Subject to any restrictions contained in the Governing Documents of the relevant Fund or any side
letter or other terms negotiated with respect to such Fund, in general no investor has a right to
participate in any co-investment opportunity. Keystone’s exercise of discretion in allocating co-
investment opportunities will not always result in proportional allocations among co-investors and
such allocations can be more or less advantageous to some co-investors relative to other co-investors.
When co-investment opportunities are permitted, it is possible that the size of the investment
opportunity otherwise available to a Fund will be less than it would otherwise have been without the
inclusion of such co-investors.

Keystone will select the investors that are permitted to co-invest in a particular portfolio company in
its sole discretion based on various factors, including those detailed in its Governing Documents and
as outlined in its internal policies and procedures. While one or more limited partners in the Funds
are on occasion invited to co-invest in a Fund’s portfolio companies, Keystone is authorized in its
sole discretion to offer any or all of a co-investment opportunity to investors that are not limited
partners in the Funds. Co-investment opportunities are made available to select Fund limited partners
and third parties, including, without limitation, management or founders of the applicable portfolio
company, co-sponsors, strategic investors, lenders, investment bankers, deal sources (including finders
and consultants), other sponsors (including other private equity or venture capital firms), service
providers, sector experts, strategic advisors, other persons or entities affiliated, associated or otherwise
known to Keystone or its personnel. Certain service providers, including lenders and individuals who
source transactions, have in the past and are expected in the future to negotiate co-investment rights
or co-investment priority rights as a component of their compensation in connection with the services
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