Peterson Partners LLC

ITEM 5 – FEES AND COMPENSATION

Peterson is generally compensated for advisory services through asset-based management fees.
Peterson receives a quarterly management fee (payable in advance) from each Fund in an amount
equal to 1.0-2.5% per annum, as outlined in each Fund’s Governing Documents. The
management fee is based on a percentage of capital commitments or funded capital
contributions, as applicable. There are certain Funds in which Peterson does not charge
management fees, as outlined in the applicable Fund’s Governing Documents.

In addition to the above fees, Peterson and/or the General Partners may receive fees from
Portfolio Companies, including directors’ fees as a result of employees and related persons of
Peterson sitting on the boards of the Portfolio Companies, as well as management fees, advisory
fees, consulting fees, monitoring fees, brokers’ and finders’ fees, transaction fees, investment
banking fees and net breakup fees. In general, these fees, net of the cost associated with
generating such fee, are either retained by Peterson, returned to the respective Fund or offset
against management fees, in accordance with each Fund’s Governing Documents.

Peterson may elect to waive or reduce the management fees for certain investors (including
employees, strategic partners, or affiliates of Peterson). As described in Item 6, Peterson may
receive performance-based compensation.

As permitted under the applicable governing agreements of a Peterson Fund, Peterson may waive
a portion of the management fee. Any such waived portion of the management fee reduces the
amount of capital Peterson (or its affiliates) would otherwise be required to contribute to the
respective Peterson Fund. Upon a waiver, the investors in a Peterson Fund are then required to
make a pro rata contribution according to their respective commitments to fund any such waived
management fee that Peterson elects to treat as a contribution.

Peterson generally deducts fees and other compensation it receives from each of the Funds’
assets. The Funds do not have the ability to choose to be billed directly for fees incurred. Please
see the response to Item 5 above for a summary of how often Peterson’s fees and other
compensation are deducted.

In addition to the fees and other compensation payable to Peterson and its affiliates as noted
above, the Funds generally pay the following expenses (to the extent not reimbursed by a
Portfolio Company):

   •   Organizational expenses (in whole or in part);
   •   Legal, auditing, consulting and accounting expenses, advisors and professionals;
   •   Expenses associated with the Funds’ financial statements, tax returns and K-1’s;
   •   Expenses of Investor reporting including meetings and document delivery;
   •   Insurance and indemnity expenses;
   •   Other expenses associated with the acquisition, holding and disposition of investments;
   •   Third-party expenses in connection with transactions not consummated and for certain of
       the Funds;
   •   Extraordinary expenses (such as litigation, if any);
   •   Expenses related to the development, investigation and monitoring of investments;
   •   Expenses of any custodians, lenders, investment banks and other financing sources;
   •   Taxes, fees or other governmental charges levied against the respective Fund; and
   •   Any and all expenses incurred in connection with the dissolution, winding up or
       termination of the Funds.

As permitted under the applicable governing agreements of a Peterson Fund, Peterson may elect
to allocate compensation for in-house legal, accounting and tax professionals employed by the
General Partner to the extent they provide services to the Funds that otherwise would have been
provided by third party attorneys, accountants or tax advisors, as determined by the General
Partner reasonably and in good faith, provided the General Partner determines in good faith that
such allocable compensation is at rates that the General Partner believes, in its sole discretion, to
be within the range of general fair market rates from non-affiliate third parties providing similar
services. A potential conflict exists because the General Partner has sole discretion to determine
the fees and other terms for these services, and there is not an independent third-party involved
to evaluate the fairness of the arrangements. As a result, although fees would be at rates that the
General Partner believes, in its sole discretion, to be within the range of general fair market rates
from non-affiliate third parties providing similar services, such fees nevertheless could be greater
than those that would be charged by outside parties providing similar services. Please refer to the
applicable governing agreements of a Peterson Fund for more information.

As permitted under the applicable governing agreements of a Peterson Fund, Peterson may elect
to allocate to the Fund, through investment cost basis, the compensation and expenses for an in-
house searcher (Entrepreneur in Residence) to the extent that these expenses, as determined by
the General Partner reasonably and in good faith, would otherwise be paid to a third party
searcher. A potential conflict exists because the General Partner has sole discretion to determine
the fees and other terms for these services, and there is not an independent third-party involved
to evaluate the fairness of the arrangements.

Peterson will pay for all its own normal day-to-day operating expenses, such as compensation of
its professional staff, and the cost of office space, office equipment, communications, utilities
and other such normal overhead expenses.

From time to time, a Fund, Peterson and/or its affiliates (each a “Peterson Entity”) may share
certain fees and expenses, and from time to time one Peterson Entity may bear a portion of the
fees and expenses allocable to another Peterson Entity until such time as it is reimbursed by the
other Peterson Entity.
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ITEM 7 – TYPES OF CLIENTS

As described in Item 4, Peterson provides discretionary investment advisory services to the
Funds, which are pooled investment vehicles operating as private investment funds.