Paine Schwartz Partners LLC

Item 5 – Fees and Compensation

PSP’s fee and compensation arrangements as well as the expenses that a Fund may be responsible for vary
among the Funds. The specific terms of such arrangements are set forth in each Fund’s written agreement
with PSP or the relevant general partner, as applicable.

As compensation for its services, PSP typically receives a management fee (the “Management Fee”)
quarterly in advance from Funds. The annual management fee is typically in the range of 1.75-2.00% of
the aggregate capital commitments of the Fund’s investors while the Fund is actively investing, and
thereafter upon a date specified in each Fund’s governing documents (the “Stepdown Date”), the fee
percentage is typically applied only to the Fund’s aggregate invested capital (excluding capital invested in
realized or permanently written down investments) as of the end of the immediately preceding quarter. In
general, the amount of Management Fee payable for any period shorter than a quarter is calculated based
on the actual number of calendar days in such period. With respect to any period for which the Management
Fee is being calculated as a percentage of invested capital rather than capital commitments, the Funds’
governing documents typically do not provide for Management Fee adjustments for intra-quarter
realizations, changes in the fair market value of an investment, partial dispositions or sales of investments,
write-downs or capital contributions. As a result, the amount of Management Fees generally will not

correspond with fluctuations in the net asset value of individual investments or of a Fund, including
following any period for which the Management Fee is being calculated, pursuant to the relevant governing
documents, as a percentage of (i) called capital or (ii) invested capital rather than capital commitments, and
will not be reduced in connection with any write downs, except in the case of investments permanently
written down as determined in the sole discretion of PSP (such investments, “Impaired Value
Investments”). For the avoidance of doubt, an investment will only be deemed an Impaired Value
Investment where all investments (including investments in different share classes of a portfolio company),
on an aggregate basis, in a particular portfolio investment are permanently written down as determined in
the sole discretion of PSP. 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 distributions (e.g., those resulting
from a dividend recapitalization) or reorganizations, restructurings, roll-over investments, extraordinary
dividends 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 the Fund’s investment or the
Fund’s ownership percentage in such investment has been reduced (including substantially reduced) as a
result of such transaction. Further, 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.

As is generally the case in private equity funds, the governing documents provide that a Fund’s
Management Fees will be calculated and charged on a basis that generally is not tied to the Fund’s then-
current net asset value. As further specified in the governing documents, from the effective date of the
relevant Fund until the Stepdown Date, Management Fees generally will be charged based on a formula
tied to the amount of the relevant Fund’s aggregate commitments. Further, as set forth in the relevant
governing documents, after the Stepdown Date, Management Fees generally will be charged and calculated
based on a formula tied to the amount of (i) called capital or (ii) investment contributions (including, where
applicable, a Fund borrowing component and the amount of any capitalized Supplemental Fees (as defined
below) or expenses) made by the relevant Fund relating to the Fund’s aggregate investment(s) in its
portfolio companies that have not been realized or deemed Impaired Value Investments. Due to differences
in the criteria set forth in their respective governing documents, in the event where more than one Fund
participates in an investment, there is the possibility that an investment will become an Impaired Value
Investment for purposes of one Fund’s governing documents but not those of one or more other Funds.

Under the governing documents, where the fair market value of an investment exceeds the total amount of
investment contributions relating to such investment, post-Stepdown Date Management Fees will not be
calculated based upon such appreciated value, and will instead continue to be calculated based on the
amount of applicable investment contributions. Conversely, the governing documents do not require
Management Fees to be reduced or refunded following the occurrence of a writedown, decrease (including
a significant decrease) in fair value or other event not constituting a complete realization, such as a
reorganization, recapitalization (including recapitalizations involving dividends), roll-over investment in
connection with a sale or dividend distribution, except in the case of investments meeting the relevant
Impaired Value Investment standard under the governing documents.

In many circumstances, the post-Stepdown Date Management Fee base will include capitalized transaction-
specific fees and expenses of unrealized investments, including certain fees (such as Supplemental Fees)
and expenses paid to third parties, PSP or its affiliates.

The governing documents set forth the full list of terms under which Management Fees will be reduced,
offset or otherwise be limited, and consequently investors should expect to bear the full specified
...

Item 7 – Types of Clients

PSP’s Clients are generally pooled investment vehicles (and their parallel funds, alternative investment
vehicles, feeder funds and special purpose vehicles) that are exempt from registration under the Investment
Company Act. The investors in the Funds are generally required to meet certain suitability and net worth
qualifications, e.g., the investors must be (i) “accredited investors” within the meaning of Rule 501 of
Regulation D promulgated under the Securities Act, as amended, and (ii) “qualified purchasers,” as defined
in the Investment Company Act, or “knowledgeable employees” within the meaning of the Investment
Company Act. Investors in the Funds may include, among others, pension plans, endowments, trusts,
sovereign wealth funds, funds-of-funds, financial institutions and other U.S. and non-U.S. corporations and
often include, directly or indirectly, principals or other personnel of PSP and its affiliates and members of
their families, operating directors or other Service Providers retained by PSP or a Fund.

Generally, the minimum initial commitment of the investors in the Funds is $10 million, although PSP has
the authority to deviate (and has deviated in the past) from these minimum commitment requirements.
Conditions for investing in each Fund are stated in each Fund’s applicable offering documents.