Keystone National Group LLC

ITEM 5.        FEES AND COMPENSATION

Our fees are based upon the scope of the engagement and services required and set forth in the
investment management agreements with our Firm Clients, the underlying limited partnership or
limited liability company agreements of our Firm Clients or the accompanying subscription
agreement of an underlying limited partner or investor. Notwithstanding that our fees are generally
negotiable, and the fees, compensation, and expenses of each Firm Client will differ, our standard
fees for a Firm Client are described below:

   A. Fund Client Fees

Pursuant to investment management agreements, limited partnership or limited liability company
agreements of our Fund Clients and the subscription agreements with each limited partner or
investor, we are generally entitled to an annual management fee, generally payable quarterly or
monthly in advance or on the first day of each calendar quarter or month, equal to a pre-determined,
fixed amount as agreed to with each Fund Client, limited partner or investor. Upon admission of
an investor to a Fund Client after the initial closing date, we are generally entitled to management

fees on a pro-rata basis to reflect such additional capital commitment as if made as of the initial
closing date, unless otherwise agreed between such investor and us. Management fees for investors
of our Fund Clients are generally paid out of the capital contributions made by such investors and
are deducted quarterly or monthly from our Fund Clients’ accounts but will vary based upon
written agreements with us. We may waive all or any portion of the management fee with respect
to any investor.

The respective general partner or manager of our Firm Clients (with certain exceptions for the
RIC), in each of which certain affiliates of our firm have a pecuniary interest, will be entitled to
distributions from each Firm Client upon the achievement of certain performance milestones as set
forth in the applicable limited partnership or other organizational agreement of each Firm Client.
See Item 6 below for more information.

Certain placement agents we utilize will share in our management fee. For those placement agents
that are compensated via a portion of the management fee, we may increase our management fee
to the Fund Client by an amount up to 1% and pass the additional amount on to the placement
agent. This causes the Fund Client to pay more in fees than it would otherwise. In limited
circumstances, a placement agent will also share in a portion of the incentive fee paid by a Fund
Client or be compensated by us without an increase to the management fee of the Fund Client.

We are generally entitled to be reimbursed by our Fund Clients for all organizational and start-up
expenses incurred in connection with the formation of such Fund Client, including, without
limitation, legal and accounting fees, travel expenses and out-of-pocket costs associated with the
formation of the Fund Client, as well as other ongoing, operational expenses incurred in connection
with the sourcing, management, and review of the Fund Client’s investment portfolio, including,
without limitation, investment and investment related expenses (whether or not such investments
are consummated) such as broker commissions, travel and legal fees, investigating, or evaluating
investment opportunities, costs incurred in the monitoring of investments and travel to annual
meetings, and the acquisition, restructuring, reinvestment and sale, or other disposition of Fund
investments, audit and tax preparation fees, due diligence expenses, insurance premiums and
reporting expenses. A more specific description of the type and nature of these expenses, as well
as the maximum aggregate amount of such expenses to be reimbursed, are set forth in the relevant
private placement memorandum, limited partnership or limited liability company agreement of the
Firm Client, and any expenses in excess of such limitation will generally be paid by a Fund Client
to us, but the amount of any excess and any such placement fees shall be deducted from the next
subsequent installment of the management fee (such deductions shall be applied on a pro rata basis
in accordance with the amount of management fee due from each investor, respectively).

We or any of our Fund Clients may generally terminate the investment management agreement
without penalty upon written notice. Any fees that have been prepaid shall be refunded on a pro-

rata basis based upon the number of calendar days remaining after the termination date in the
period as to which fees may have been prepaid.

   B. Registered Investment Company Fees

Pursuant to the investment management agreement, the RIC pays us a management fee that is
calculated and payable monthly in arrears at the annual rate of 1.50% of the month-end value of
the RIC’s net assets. We have exemptive relief for a Distribution and Service Plan which allows
certain RIC shares to charge a distribution and servicing fee. Class A Shares, Class D Shares, Class
Y Shares and Class I Shares in the RIC also pay us a servicing fee ranging from 0.15% to 0.25%
of the month-end value of the applicable share class net assets. The distribution fees are paid to
registered broker-dealers that offer fund shares to customers. Class A Shares and Class D Shares
in the RIC are offered with a maximum sales charge of up to 3.50% of the subscription amount.
We may elect to reduce, otherwise modify or waive the sales charge with respect to any
Shareholder. No sales charge is expected to be charged with respect to Class Y Shares, Class I
Shares or Class Z Shares or investments by us or our respective affiliates, directors, principals,
officers and employees. UMB Fund Services, Inc., the RIC’s Administrator, also charges a
monthly fee on an annualized basis and this is a covered expense of the RIC.

The RIC also pays us an incentive fee that is calculated at a rate of 15% of the pre-incentive fee
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ITEM 7.        TYPES OF CLIENTS

As noted in Item 4 above, our clients are mainly the RIC, pooled investment partnerships, other
private market investment vehicles, and, at times, separately managed accounts. These investment
vehicles (excluding the RIC) are exempt from the requirement to register as an investment
company under Section 3(c)(1), Section 3(c)(5), or 3(c)(7) of the Investment Company Act of
1940. All Fund Client and RIC investors are required to be “accredited investors” (as defined in

Regulation D promulgated under the Securities Act of 1933, as amended) or otherwise be
permitted to invest in private placements under applicable federal and state securities laws, rules
and regulations. However, as noted in Item 4, with approval from its board of trustees and
shareholders, the RIC has filed with the SEC an initial registration statement under the Securities
Act of 1933 that, once declared effective by the SEC, will allow the RIC to offer its shares publicly
through a prospectus.

We also have a discretionary sub-advised management relationship with a registered investment
adviser by which Keystone provides primary investment management services, including the
identification of private credit opportunities, due diligence on investments, monitoring, reporting
services, identification, review and benchmarking of Private Funds and other investment
opportunities, evaluation of portfolio or investment risk, negotiation, and other related services.
Sub-advisory services provided by the registered investment adviser include, without limitation,
investment review, investor relations and other related services. Monitoring and reporting services
by Keystone include, without limitation, portfolio tracking, analysis and monitoring, compilation
of performance data, review of various legal documentation, general research, and education.