Revelstoke Capital Management LLC

Item 5 – Fees and Compensation

Revelstoke and its affiliated General Partners receive fees and compensation in exchange for advisory
services provided to the Clients, including management fees, carried interest, additional compensation
in connection with management services performed for the portfolio companies of the Clients
(including services performed by Revelstoke’s Portfolio Transformation Group) and reimbursements
from portfolio companies for certain expenses advanced on their behalf. The Clients are also
responsible for bearing certain expenses as detailed below and in each Client’s Governing Documents.

The following is a summary of the fees and expenses paid by Revelstoke’s Clients; differences exist
from Client to Client, and certain Clients do not charge certain fees, compensation or expenses that
other Clients charge or charge them in different amounts. Principals or other employees of Revelstoke
receive a portion of the management fee, carried interest allocation and other compensation received
by Revelstoke and its affiliates. The fees, expenses and compensation structures described below are
negotiated with the Client’s investors during the fundraising period of the applicable Client and once
the Clients have commenced operations, such fees, compensation and expenses are generally not
negotiable. Investors should refer to the Governing Documents of each Client for a complete
understanding of how Revelstoke is 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 Portfolio Company Fees

As described in further detail in the respective Governing Documents, Revelstoke charges certain
Clients a management fee of up to 2% per annum based on aggregate capital commitments during the
investment period and thereafter based on actively invested capital, excluding amounts that have been
written down below 50% of their original cost for a period of at least one year, and subject to certain
other factors and as specified in each Client’s Governing Documents. The amount of management

fees generally will not correspond with fluctuations in the net asset value of individual investments,
aggregate investments in a portfolio company or of a Client, including following the stepdown date,
and will not be reduced in connection with any write downs, except in the case as noted above of
write downs below 50% of an investment’s original cost for a period of at least one year. Except in
the case of the 50% threshold and where the Governing Documents expressly provide to the contrary,
management fees will not be reduced (in whole or in part) in the case of partial distributions of
investments (e.g., those resulting from a dividend recapitalization). Where there has been a partial
disposition (e.g., partial sales, reorganizations, roll-over investments or similar transactions that do not
result in the complete disposition of the relevant Client’s interest) management fees will be reduced.
Where there has been a 50% write-down of a Client’s investment for a period of greater than one year
and the fair market value of the investment following such event exceeds the total amount of such
Client’s investment contributions relating to such investment, the Governing Documents do not
require management fees after the stepdown date to be reduced. Valuation determinations are made
in the discretion of the valuation committee in accordance with the relevant Governing Documents
and the Firm’s valuation policy. Certain Affiliate Funds and EPIC Funds do not pay management
fees and the Executive Fund pays a reduced management fee.

As per the provisions of the applicable Governing Documents, for some of the Clients Revelstoke is
permitted to reduce a portion of the management fee payable by the relevant General Partner in partial
satisfaction of any obligation of the General Partner to invest in and alongside such Client, which
could result in acceleration of investor capital contributions. Certain waived portions of the
management fee are treated by the Governing Documents as deemed capital contributions by the
relevant General Partner, which is effectively invested in the relevant Client on such General Partner’s
behalf and operates to reduce the amount of capital the applicable General Partner would otherwise
be required to contribute to the Client. As a result of such reduced management fees and/or the
timing of receipt of fees subject to offsets, investors could receive less than the full benefit of
reductions or offsets (e.g., during periods when Revelstoke no longer receives management fees and
receives compensation that would otherwise be subject to offset, Revelstoke, depending on certain
elections made by Client investors, can be entitled to retain such compensation without remitting any
such amounts to the applicable Client or its investments). In addition, Revelstoke is permitted to (i)
waive a portion of the management fee payable by a Client in respect of the applicable General
Partner’s interest in such Client or any investors who are employees, family members of employees,
associates or affiliates of the relevant General Partner, Revelstoke or their respective affiliates or
related persons and (ii) agree with any investor to a reduction in the management fee payable by the
applicable Client in respect of such investor. To the extent that Revelstoke agrees to any such
reductions or waivers, the management fee calculations will be adjusted in accordance with the
applicable Client’s Governing Documents.

For those Clients paying management fees, such fees will generally be reduced in whole (100%) by:
(i) placement agent fees and expenses paid in connection with the offer and sale of interests in a Client;
(ii) organizational expenses that exceed a limit as specified in the Governing Documents; (iii) a Client’s
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Item 7 – Types of Clients

Revelstoke provides investment advice to its Clients, which are exempt from registration under the
Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder
(“Investment Company Act”). With the exception of the Affiliate Funds, Clients generally limit their
respective investors to (i) “accredited investors” as defined in the Securities Act of 1933, as amended
(the “Securities Act”) and (ii) “qualified clients” as defined in the Advisers Act, or (iii) in the case of
those Clients that rely on the exemption from registration under Section 3(c)(7) of the Investment
Company Act, “qualified purchasers” or “knowledgeable employees” as defined therein. The Clients
are not made available to the general public, the Clients’ securities are not registered nor required to
be registered under the Securities Act and interests in each Client are privately placed to qualified
investors. Qualified investors include individuals or entities to which interests in a Client are permitted
to be sold, which generally includes (i) in the United States, people or organizations who meet certain
net worth, income and/or financial sophistication requirements as described above or (ii) in other
countries, as permitted by the relevant securities laws in such jurisdiction and in compliance with any
foreign offering provisions applicable to Revelstoke and/or the Clients.

Investors in Revelstoke’s Clients are generally high net worth U.S. individuals and institutions, other
investment advisers or fund of funds, retirement accounts, trusts, pension funds, foundations and
endowments. In addition, principals, employees, family members thereof, affiliates and other persons
associated with Revelstoke are also investors in certain Clients.

Investors in the Clients must generally meet certain suitability and net worth qualifications prior to
making an investment. The minimum commitment for an investor is detailed in each Client’s
Governing Documents and differs by Client. The Clients’ General Partners reserve the right in their
sole discretion to waive the minimum commitment requirement.

For most investments, Revelstoke offers co-investment opportunities for certain investors to invest
alongside a Client in a portfolio company. As referenced in Item 4 above, co-investments have been

structured either as (i) a Co-Investment Fund or (ii) a direct investment by certain investors into a
portfolio company or its holding or operating company. When structured as a Co-Investment Fund,
Revelstoke considers the investment to be a Client, identifies the Co-Investment Fund in its Form
ADV Part 1, Schedule D, Section 7.B.(1), obtains an audit for the Co-Investment Fund, reserves the
option to assess a management fee and/or carried interest on the Co-Investment Fund and includes
the amount of assets of such Co-Investment Fund in the Firm’s regulatory assets under management.
In the case of direct co-investments, Revelstoke does not consider the investment to be a Co-
Investment Fund or a Client, does not act as the investment manager to the co-investment portion of
the investment, does not charge management fees or carried interest to the investment, does not have
custody of the investment or include the amount of assets of the co-investment in the Firm’s
regulatory assets under management. In such direct co-investment opportunities, Revelstoke will
perform management, advisory and other services for the portfolio companies in which these co-
investors invest alongside the Clients, generally at no cost to such co-investors except portfolio
company fees and expenses (which such fees and expenses are recorded at the portfolio company).

Opportunities to participate in a co-investment transaction arise when Revelstoke has the opportunity
for an investment in an existing or prospective portfolio company and Revelstoke determines that (i)
an investment requires additional capital, (ii) all or a portion of the applicable opportunity is not
required to be offered to a Client, (iii) the full investment opportunity is not appropriate for a Client
whether due to concentration restrictions contained in the Client’s Governing Documents or
otherwise or (iv) Revelstoke believes the Client will benefit from the participation of the co-investor(s).
Subject to any restrictions contained in the Governing Documents of the relevant Client, any side
letter, agreement with lenders or other terms negotiated with respect to such Client, in general no
investor has a right to participate in any co-investment opportunity. Revelstoke will select the
investors that are permitted to co-invest in a particular portfolio company in its sole discretion based
on various factors, including those detailed in its Governing Documents and as outlined in its internal
policies and procedures. While one or more Client investors can be invited to participate in the
Affiliate Funds or Co-Investment Funds in Revelstoke’s sole discretion, any or all of a co-investment
opportunity can be offered to third parties including, without limitation, management or founders of
the applicable portfolio company, strategic investors, lenders, deal sources (including finders and
consultants), other sponsors (including other private equity or venture capital firms), service providers,
senior advisors, and other persons or entities affiliated, associated or otherwise known to Revelstoke
or its personnel. Revelstoke is authorized, in its sole discretion, to offer co-investment opportunities
to some investors in the Clients while not offering them to other investors in the Clients. Additionally,
certain individuals who source transactions or provide financing to an investment have in the past and
are expected in the future to negotiate co-investment rights or co-investment priority rights as a
component of their compensation or other arrangements with the relevant Client(s). In certain cases,
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