Rising Point Capital Management LLC

Item 5 – Fees and Compensation

RPCM receives fees and compensation in exchange for advisory services provided to the
Funds, including carried interest and reimbursements from portfolio companies for certain
expenses advanced on their behalf. The following is a general description of fees,
compensation and expenses of the Funds. Limited partners should refer to the Governing
Documents of the applicable Fund for a complete understanding of how RPCM is
compensated for its advisory services; the information contained herein is a summary only
and is qualified in its entirety by such documents.

In connection with a portfolio company acquisition, RPCM may receive a transaction fee
from the portfolio company as compensation for sourcing, diligencing and executing the
investment. RPCM also receives management or monitoring fees from certain portfolio
companies, payable on a quarterly basis, as compensation for the management and
advisory services it provides to those portfolio companies under a management services
agreement. These transaction and monitoring fees are paid by the portfolio companies.

Each portfolio company or an affiliate pays all fees, costs, expenses, liabilities and
obligations relating to the portfolio company’s and/or its subsidiaries’ activities,
investments and business (to the extent not borne or reimbursed by holdings (or any of its
subsidiaries) and/or any of the portfolio company’s subsidiaries), including (i) all fees, costs,
expenses, liabilities and obligations relating to or attributable to structuring, organizing,

acquiring, financing, negotiating, refinancing, managing, operating, holding, valuing,
winding up, liquidating, dissolving and disposing of the portfolio company’s investments
(including interest and other expenses, in respect of money borrowed by the portfolio
company or the manager on behalf of the portfolio company, registration expenses and
brokerage, finders’, custodial and other fees), (ii) legal, accounting, administration (third
party or otherwise), custodian, depositary, auditing, insurance (including directors and
officers and errors and omissions liability insurance), travel, litigation and indemnification
costs and expenses, judgments and settlements, consulting, brokerage, finders’, financing,
appraisal, third party valuation, filing, printing, title, transfer, registration and other fees and
expenses (including fees, costs and expenses associated with the preparation or
distribution of the portfolio company’s financial statements, tax returns, tax estimates and
Schedule K-1s or any other administrative, regulatory or other portfolio company-related
reporting or filing, including the portfolio company’s and the manager’s registered office
fees and filing fees in the state of Delaware), (iii) all broken deal fees or similar expenses, (iv)
all out of pocket fees and expenses incurred by the portfolio company, the manager, or any
of their members, managers, agents or other representatives in connection with meetings
(if any) of the members or unitholders, (v) the costs and expenses of any lenders, investment
banks and other financing sources,(vi) any taxes, fees and other governmental charges
levied against the portfolio company (except to the extent that the portfolio company is
reimbursed therefor or such tax, fee or charge is treated as having been distributed to the
unitholders), (vii) costs and expenses that are classified as extraordinary expenses under
GAAP, (viii) any activities with respect to protecting the confidential or nonpublic nature of
any information or data, and (ix) all out-of-pocket and other expenses (including travel,
printing, legal, filing, capital raising and accounting fees and expenses) incurred in
connection with organizing, forming, establishing, funding and starting-up the portfolio
company, but not including ordinary overhead and administrative expenses that are payable
by the manager. Further, expenses incurred on behalf of the members, including in
connection with the formation, organization and capitalization of a portfolio company, its
subsidiaries or its manager, will be reimbursed out of distributions to the portfolio company.
Such expenses are borne by the portfolio company, its holding company or its subsidiaries,
and RPCM is entitled to seek reimbursement of expenses it advances on behalf of a portfolio
company from the portfolio company, its holding company or subsidiaries.

For information on RPCM’s brokerage practices and fees, please see Item 12, below.

Item 7 – Types of Clients

RPCM provides investment advice to its Funds, which are exempt from registration under
the Investment Company Act of 1940, as amended, and the rules and regulations
promulgated thereunder (the “Investment Company Act”). The Funds limit their respective
limited partners to: (i) “accredited investors” as defined in the Securities Act of 1933
(“Securities Act”), and (ii) “qualified purchasers” or “knowledgeable employees,” each as
defined in the Investment Company Act, or (iii) if applicable, “qualified clients,” as defined
in the Advisers Act. Investors in the Funds must also meet certain other suitability
qualifications prior to making an investment in a Fund. The Funds are not registered or
required to be registered under the Investment Company Act, are not made available to the
general public, their securities are not registered or required to be registered under the
Securities Act and Fund interests are privately placed to qualified investors. Qualified
investors include individuals or entities to which Fund interests 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 RPCM and/or the Funds.

The limited partners participating in the Funds include private funds, family offices,
individuals, asset managers, other business entities, and other service providers retained
by RPCM, and typically include, directly or indirectly, principals or other employees of RPCM
and its affiliates and members of their families.