Pact Capital LLC

Item 5 – Fees and Compensation

PACT and its affiliates 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 Entities and reimbursements from Portfolio
Entities for certain expenses advanced on their behalf. The Funds are also responsible for bearing
certain expenses as detailed below and in each Fund’s Governing Documents. 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 PACT
expects to be compensated for its advisory services; the information contained herein is a summary
only and is qualified in its entirety by such documents.

Management Fees and Carried Interest

PACT charges each Fund a management fee (the “Management Fee”), based on a percentage of
committed capital during a Fund’s investment period and thereafter based on a percentage of invested
capital at various stepdown percentages as described in the Governing Documents, and until such
investments have been sold or completely written-off for U.S. federal income tax purposes. Any write
down in the value of an investment will not reduce the Management Fee payable by a Fund. The
amount of Management Fees generally will not correspond with fluctuations in a Fund’s net asset

value and will not be reduced in connection with any write downs, except in the case of investments
that are completely written-off for U.S. federal income tax purposes. Except where the Governing
Documents expressly provide to the contrary, Management Fees will generally not be reduced (in
whole or in part) in the case of partial distributions or partial sales of investments.

Assessed quarterly in advance, Management Fees are negotiated with limited partners during the
fundraising period of the applicable Fund and are not subject to negotiation thereafter. If the
investment advisory agreement is terminated before the end of the applicable period, Management
Fees will be charged on a pro rata basis through the date of termination, and any fees paid in advance
but not earned will be refunded.

Each General Partner or an affiliate thereof is entitled to be allocated carried interest (“Carried
Interest”) with respect to the applicable Fund, net of all expenses in excess of a compounded
preferred return and catch-up provisions. The Carried Interest distributed to a General Partner or
such affiliate is subject to a potential clawback or giveback at the end of the life of the Fund and at
certain interim intervals if PACT has received excess cumulative distributions at such time, in each
case as provided in the Governing Documents.

PACT and its affiliates are permitted, in their sole discretion, to reduce or waive all or a portion of the
Management Fee for certain limited partners. Management Fees can differ from one Fund to another
as well as among limited partners in the same Fund. Management Fees are waived for PACT
employees and affiliates, although these limited partners generally pay their pro rata share of certain
Fund expenses. In addition, PACT is permitted to receive supplemental fees and compensation with
respect to Portfolio Entities including director’s fees, financial consulting fees, monitoring fees,
advisory fees, closing fees, transaction fees, investment banking fees and placement fees (collectively,
“transaction fees”). For certain Funds, the receipt of such supplemental fees, in certain circumstances,
is expected to be offset against the Management Fee, net of any expenses incurred in connection with
any consummated or unconsummated transaction in connection with generating such fees and as
further described in each Fund’s Governing Documents.

The Governing Documents set forth the full list of terms under which Management Fees are reduced,
offset or otherwise limited, and consequently limited partners should expect to bear the full specified
Management Fee in the Governing Documents until they are reduced in the circumstances and on the
date(s) specified therein.

Fund Expenses

As described in the Governing Documents, each Fund will bear all fees, costs, expenses, liabilities and
obligations relating to Fund entities and/or their respective activities, operations or actual or potential
investments, including with respect to any entity formed to effect the acquisition, holding and/or
disposition of a Portfolio Entity (to the extent not borne or reimbursed by a Portfolio Entity or
potential Portfolio Entity), including where incurred by or on behalf of any Portfolio Entity, whether

incurred prior to, or following, the initial closing date, including all fees, costs, expenses, liabilities and
obligations (referred to collectively in this definition as “costs”).

•   activities with respect to pursuing, structuring, organizing, evaluating, negotiating, consummating,
    financing, refinancing, syndicating, diligencing (including any subscriptions to any periodicals,
    databases and/or research services), acquiring, bidding on, owning, managing, monitoring
    (including attending meetings with actual or prospective underlying Partner Firms, underlying
    Partner Firm funds and/or underlying Partner Firm portfolio companies), operating, holding,
    hedging, restructuring, trading, taking public or private, selling, valuing, winding up, liquidating,
    dissolving or otherwise disposing of, as applicable, actual and potential investments (including
    follow-on investments and other transactions involving the deployment of capital of the Fund
    Entities and/or the ownership, realization and/or disposition of investments) or seeking to do
    any of the foregoing (including any associated legal, financing, commitment, transaction or other
...

Item 7 – Types of Clients

PACT provides investment advice to its Funds, which are expected to include investment partnerships
or other investment entities formed under U.S. or non-U.S. laws and which operate as investment
pools exempt from registration under the Investment Company Act. The Funds limit their limited
partners to: (i) “accredited investors” as defined in the Securities Act of 1933 and the rules and
regulations promulgated thereunder, 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 a Fund. Each Fund has a specified minimum
investment set forth in the Governing Documents. Such minimum is subject to the discretion of
PACT to permit investment of a smaller amount generally or with respect to any limited partner.