Permanent Equity Management LLC

Item 5 - Fees and Compensation

A. Below is a general overview of how Permanent Equity Management and its affiliates are
   compensated in connection with providing advisory services to a Fund. Permanent Equity
   Management may enter into different fee or compensation arrangements on a Fund by Fund
   basis in its sole discretion. As a result, investors in a Fund should carefully review the
   applicable Governing Documents for a description of the fees and compensation applicable to
   such Fund.

   Management Fees

   Neither the General Partners nor Permanent Equity Management receive any management fees
   directly from the Funds.

   Notwithstanding the foregoing, Permanent Equity Management or its affiliates may, as more
   fully explained in the Governing Documents, charge fees to a portfolio company or Fund as
   compensation for certain professional services (e.g. legal, accounting and executive recruiting)
   rendered by Permanent Equity Management or its affiliates that such Fund or portfolio
   company may have otherwise obtained from a third party service provider. The amount of such
   fees is commensurate with the fair value of services rendered by Permanent Equity
   Management or its affiliates based on the price the recipient would have reasonably expected
   to pay for similar services by a qualified third-party service provider in an arm’s-length
   transaction between the recipient and such service provider. To the extent Permanent Equity
   Management receives management, monitoring, oversight, consulting or similar fees from a
   portfolio company, such amounts are not retained for the benefit of Permanent Equity
   Management and instead are paid or credited back to the applicable Fund.

   Performance Fees (Carried Interest)

   In general, when a Fund invests in a portfolio company, the income, dividends, distributions
   and/or interest income generated by such portfolio company, together with the net proceeds
   attributable to the disposition of the investment in such portfolio company (collectively,
   “Distributable Proceeds”) are distributed to the Fund’s investors in the manner set forth in and
   subject to such Fund’s Governing Documents.

   As more fully described in the Governing Documents, the General Partner of each Fund will
   generally be entitled to receive certain performance-based fees and distributions that are
   measured as a percentage of the Fund’s Distributable Proceeds in excess of certain negotiated
   performance thresholds that are tied to the internal rate of return received by the Fund’s
   investors, and are subject to (i) the investors’ 5%-8% preferred return; and (ii) a General Partner
   catch-up provision. These performance-based fees and distributions to the General Partner are
   referred to as the “carried interest.” Permanent Equity Management does not receive the carried
   interest for its own account. The specific amount and timing of the payments of carried interest
   to a General Partner vary by Fund and are highly dependent upon, among other things, the
   performance of the Fund and its portfolio companies and the size of an investor’s capital
   commitment. Accordingly, investors in a Fund should carefully review the applicable
   Governing Documents for a description of the carried interest payable with respect to such
   Fund.

   Other Information

   Distributions to the investors may be subject to certain adjustments and reserves as stated in
   more detail in each Fund’s Governing Documents.

   Upon the final liquidation of a Fund and distribution of its remaining assets, the General Partner
   may be required to restore amounts to the Fund for distribution to the investors (up to the
   amount of its cumulative net after-tax carried interest) to the extent, if any, that the amount
   previously distributed to the General Partner as its carried interest exceeds the aggregate
   amount actually due to the General Partner as its carried interest on a cumulative basis based
   upon the aggregate performance of the Fund and its portfolio companies. In some cases, this
   obligation of the General Partner may be subject to other set-offs, discounts or reductions that
   have been negotiated and agreed to by the General Partner and the investors in a particular
   Fund, all as set forth in the applicable Governing Documents.

   In some cases, the performance-based fees (the carried interest) payable to the General Partners
   may be negotiable and the General Partners have entered into and may in the future enter into
   side letters with certain investors that alter, modify or change the terms of the interests held by
   those investors, including, without limitation, reductions, waivers, modifications and/or
   changes to the carried interest applicable to their investments in the Funds.

B. Any of the fees discussed above may be paid out of current income and other Distributable
   Proceeds, drawdowns of capital commitments or any other assets of the Fund determined by
   the General Partner to be available for such purpose.

C. The General Partners, Permanent Equity Management and their respective affiliates will pay
   all of their respective ordinary administrative and overhead expenses, including salaries,
   benefits and rent.

   Subject, in each case, to the terms set forth in the applicable Governing Documents, each Fund
   will pay all other expenses attributable to the activities of the Fund including, without
   limitation: (i) all organization and formation expenses (subject to certain limitations); (ii) all
   out-of-pocket costs of the administration of the Fund, including accounting, audit, annual
   financial statement, federal income tax and Form K-1s, tax return preparation, consulting
   expenses, costs of holding any meetings of partners, costs of any liability insurance obtained
   on behalf of the Fund and/or the General Partner, costs associated with the maintenance of
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Item 7 – Types of Clients

As mentioned in Item 4, Permanent Equity Management provides investment advisory services on
a discretionary basis to affiliated pooled investment funds making privately negotiated equity and
equity-related investments. Please note that Permanent Equity Management’s clients are the Funds.
Investors in such Funds are not clients of Permanent Equity Management.

Generally, the stated minimum for capital commitments to a Fund can be found in each respective
Fund’s Governing Documents; provided, however, that each Fund’s General Partner has the sole
discretion to accept capital commitments that it deems to be in the best interests of the Fund.

Investor eligibility standards may vary by Fund and are described in the applicable Governing
Documents. Depending on the vehicle, investors may be required to represent that they satisfy
standards such as “accredited investor,” as such term is defined in Rule 501(a) of Regulation D
under the Securities Act of 1933, as amended (the “Securities Act”), “qualified purchaser,” as such
term is defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended,
“qualified client,” as applicable under Rule 205-3 under the Advisers Act, and/or other eligibility
criteria set forth in the applicable Governing Documents.