Rallyday Partners LLC

Item 5: Fees and Compensation

Organizational and Operational Expenses
The Funds pay the majority of costs and expenses incurred in connection with the organization of
the Funds, the Manager and other related entities prior to the initial closing date, including without
limitation, costs and expenses incurred for the Manager’s office and business, formation of the
Funds, and the admission of partners to the Funds, legal, accounting, filing, capital raising, and other
organizational expenses. The Funds pay other costs and expenses associated with the Funds’
operations:
     sourcing, identifying, evaluating, negotiating and documenting prospective and actual
        portfolio investments, whether or not consummated;
     acquiring, holding, managing and disposing of portfolio investments;
     any indebtedness incurred by the Funds, including interest and expenses;
     insurance, indemnification and litigation expenses and obligations;
     the engagement of accountants, attorneys and other professionals;
     advisors and consultants (to the extent not paid by a portfolio company;
     taxes, fees and other governmental charges levied against the Funds;
     expenses incurred in connection with meetings of or any reporting to or communications
        with the partners, the investment committee, the LP Advisory Committee (the “LPAC”) and
        any other board or committee of the Funds;
     expenses relating to Fund accounting, tax and legal advice, whether performed by third
        parties or, with prior LPAC approval, internal staff of the Manager;
     other fees and expenses related to the Funds’ administration and operation, including
        organizational expenses that are not borne by Rallyday in accordance with the Documents.

Annual Budget and Approved Manager Expenses
The Funds do not pay a traditional management fee to the Manager. With respect to each fiscal year,
the Manager submits to the LPAC (which consists of representatives of each Fund’s partners or their
advisors selected by the Manager) an annual budget for the Manager’s operations for such fiscal
year, which includes all anticipated expenses of the Manager (the “Annual Budget”). These expenses
include but are not limited to compensation for the Principals and other employees of the Manager,
amounts paid to Rallyday advisors and consultants, rent, utilities, expenses related to information
technology, the recruitment of additional personnel, and compliance with any rules, laws or
regulations regarding registered investment advisers incurred by the Manager. These expenses do
not include organizational expenses or partnership expenses, which are paid by the Funds in addition
to the Annual Budget.

Following approval of the Annual Budget by the LPAC, the Funds reimburse the Manager for all
expenses included in the annual budget (“Approved Manager Expenses”). All Approved Manager
Expenses are paid as specified in the Documents. Any expenses incurred during a fiscal year in

excess of the Approved Manager Expenses for such year are submitted to the LPAC for its
consideration and approval for reimbursement in the following fiscal year.

The Funds’ general partners receive a fee that is based on income and capital appreciation and is
referred to as a “Carried Interest” distribution.” Item 6 below describes the Funds’ performance-
based fees.

These fees are generally not negotiable. Some partners (mainly Rallyday personnel) have their fees
reduced or eliminated.

Fees and Expenses Paid to Rallyday or the Funds by Portfolio Companies
The Manager and its affiliates receive commitment fees, breakup fees, fees from transactions not
consummated, monitoring fees, consulting fees, professional service fees, advisory fees, closing fees,
investment banking fees, management contract termination fees, corporate service fees and other
similar fees (“Fee Income”) from portfolio companies or prospective portfolio companies. As
described in a Fund’s Documents, Fee Income (net of expenses) is applied to reimburse and reduce
Approved Manager Expenses otherwise payable by the Funds.

Fee Income in connection with a Fund’s investment is allocated between a Fund and Rallyday in
accordance with the provisions of such Fund’s Documents. Any such Fee Income that was not offset
against Approved Manager Expenses during the term of the Funds will be distributed at the end of
the term of the Funds in accordance with the Funds’ Documents.

Rallyday personnel serve as members of portfolio companies’ boards of directors. The portfolio
companies reimburse Rallyday for travel-related and other expenses incurred by Rallyday personnel
in connection with their board service.

Item 7: Types of Clients

Rallyday provides advice directly to the Funds, which are pooled investment vehicles, and not to
individual investors. The Funds are currently Rallyday’s only clients. Access to the Funds is limited
to investors who meet specified minimum investment criteria relating to their financial holdings,

investment experience, and the like, as well as knowledgeable Rallyday personnel.

With certain exceptions, Rallyday requires investors in the Fund to be “accredited investors” as that
term is defined under the Securities Act, “qualified clients” as that term is defined under the Advisers
Act, and, except as otherwise agreed to by the general partner, “qualified purchasers” as that term is
defined in the Investment Company Act and must meet other suitability requirements.

Investors and potential investors in a Fund are provided with that Fund’s Documents, which identify
the strategies’ investment objectives along with associated risk factors.