Luminate Capital Management Inc

ITEM 5 – FEES AND COMPENSATION

Luminate receives a Management Fee (defined below) and is entitled to receive performance-based
profit distributions (commonly referred to as “Carried Interest”) in connection with its advisory services.
Luminate or other Advisory Affiliates receive additional compensation in connection with management
and other services performed for portfolio companies of the Funds and such additional compensation
will offset in whole or in part the Management Fees otherwise payable to Luminate. In addition, in
certain circumstances, Luminate receives compensation for management and other services performed
in connection with co-investments made in portfolio companies of the Funds.

Management Fee

Each Luminate Fund pays a management fee (the “Management Fee”), payable quarterly in advance,
based on the aggregate commitments held by partners not designated as “affiliated partners” by the
general partner (as further described in the Fund Governing Documents). All investors and prospective
investors should review the Governing Documents of each Fund in conjunction with this Brochure for
complete information on the fees and compensation payable in connection with a particular Fund. The
Management Fee will typically be reduced and based on the aggregate investment contributions after
the expiration of the investment period or earlier upon the occurrence of certain events as set forth in
the Partnership Agreement. The Management Fee may be further reduced and based on the aggregate
investment contributions after the end of the respective Luminate Fund’s term. All advisory clients (i.e.,
the Funds) are expected to be “qualified purchasers” as defined in Section 2(a)(51) of the Investment
Company Act. Consequently, Luminate will not be required to include specific fee information in this
Brochure relating to the Funds.

As set forth in certain of the Funds’ Partnership Agreements, the Management Fee with respect to
certain Luminate Funds will be reduced by 100% of any (i) directors’ fees, financial consulting fees or
advisory fees paid to the general partner of the applicable Luminate Fund with respect to any such Fund’s
investments, (ii) transaction fees paid to the general partner of the applicable Luminate Fund with
respect to any such Fund’s investments and (iii) break-up fees with respect to such Luminate Fund’s
transactions not completed that are paid to the applicable Luminate Fund’s general partner, in each case
attributable to investors that are not designated as “affiliated partners” by the general partner; excluding
any amount received by the general partner, the Operations Group (as defined in the applicable Funds’
Partnership Agreement) or any member thereof, any operating partner, or other person from a portfolio
company as reimbursement for expenses directly related to such portfolio company, as payment for
services provided to any portfolio company in the ordinary course of such portfolio company’s business
on arm’s length terms or as reasonable compensation for services provided by the general partner or
other person as an employee of or in a similar capacity for such portfolio company.

Such portfolio company-related fees that reduce the Funds’ Management Fees will be credited as an
offset against the Management Fee. To the extent that such an offset credit would reduce the
Management Fee for a given six-month period below zero, the credit will be carried forward for future
application against payable Management Fees, and if a credit remains upon liquidation, a payment will
be made crediting limited partners unless a limited partner has elected to waive such amount.

As a matter of practice, Luminate is typically paid fees of the type referred to in the preceding paragraph
from, on behalf of or with respect to co-investors in an investment. The receipt of such fees will not
reduce the Management Fees payable by any Luminate Fund(s) that have also invested in such
investment, and as a result a Luminate Fund will, in most cases, only benefit with respect to its allocable
portion of any such fee and not the portion of any fee that relates to such co-investors, which have the
potential to be significant. Additionally, as further described below, it is Luminate’s practice to retain
certain operating partners to provide services to or with respect to certain portfolio companies in which
one or more Funds invests. Operating partners are third-party service providers and any fees earned by
them from or with respect to the Fund’s portfolio companies do not offset any Management Fees
payable by the Fund.

In some cases, Luminate is permitted to waive or agree to reduce the Management Fee payable by a
Fund. Certain waived portions of the Management Fee are treated by the Partnership Agreement as a
deemed capital contribution by the relevant Advisory Affiliate, which is effectively invested in the
relevant Fund on such Advisory Affiliate’s behalf and operates to reduce the amount of capital such
Advisory Affiliate would otherwise be required to contribute to the applicable Fund. Waived or reduced
Management Fees are not subject to the Management Fee offsets described herein, and the amount of
such waived or reduced Management Fees has the potential to be significant. Due to waived or reduced
Management Fees by Luminate and/or timing of receipt of compensation subject to offsets (as described
herein), it is possible that Management Fee offsets will be delayed or not fully realized by investors in
the Fund, resulting in a net additional benefit to Luminate or an Advisory Affiliate.

As noted above, Luminate is permitted to exempt certain “affiliated partner” investors in the Funds from
payment of all or a portion of Management Fees and/or Carried Interest, including Luminate personnel
and any other person designated by Luminate. Any such exemption from fees and/or Carried Interest
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ITEM 7 – TYPES OF CLIENTS

Luminate currently provides investment advisory services to the Funds. As noted in Item 4 above,
investment advice is provided directly to the Funds and not individually to investors in such Funds.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the Investment Company Act. The Funds will offer interests only to certain qualified
investors who meet qualification requirements under applicable securities laws and other laws.
Admission to the Funds is not open to the general public.

The Funds may include alternative investment vehicles established from time to time in order to permit
one or more investors to participate in one or more particular investment opportunities in a manner
desirable for tax, regulatory or other reasons. Alternative investment vehicle sponsors generally have
limited discretion to invest the assets of these vehicles independent of limitations or other procedures
set forth in the Governing Documents of such vehicles and the related Fund.

The investors participating in the Funds include individuals, banks or thrift institutions, other investment
entities, university endowments, family offices, pension and profit-sharing plans, trusts, estates or
charitable organizations or other corporations or business entities as well as, directly or indirectly,
principals or other employees of Luminate and its Advisory Affiliates and members of their families,
operating partners or other service providers retained by Luminate.

Luminate does not have a minimum size for a Fund, but minimum investment commitments are typically
established for investors in the Funds. The general partner of each Fund may permit, in its sole discretion,
investments below the minimum amounts set forth in the Governing Documents of such Fund.