SageView Capital LP

Item 5 - Fees and Compensation
Sageview and/or the general partner of the private funds have the authority to: (i) deduct
management and performance-based fees from the assets of the private funds, and (ii) authorize the
payment of other fees and expenses to third parties from the assets of the private funds.

Management Fees
Sageview earns a management fee from the private funds in accordance with their respective
offering documents and limited partnership agreements. The private funds, and consequently the
underlying investors, generally incur an annual “management fee” of 2.0% based upon the private
fund’s committed capital during the investment period and thereafter based upon actively invested
capital. Sageview charges management fees quarterly in advance at the beginning of each quarter
and these fees are generally prorated by Sageview for any period that is less than a full quarter. In
the event an advisory contract is terminated prior to the end of the quarter for which the management
fee has been paid for in advance, a pro-rata portion of that management fee will be refunded to the
client.

Sageview will generally offset the management fees paid by a private fund in the amount of any
transaction or monitoring fees or other portfolio company fees paid to Sageview or its affiliates in
connection with such private fund’s investment activities. If amounts to be applied to reduce the
management fees in any period exceed the management fees payable for such period, such excess
will be applied to reduce the management fees payable in the next period and each succeeding
period thereafter. To the extent that such reductions have eliminated all future management fees,
the remaining amounts of such reductions will generally not be refunded to the private funds.

All management fees were negotiated during the fundraising period of the applicable fund.
Sageview may elect to waive all or a portion of any future management fees payable by certain
funds.

Item 7 - Types of Clients
Sageview provides investment advisory services to private funds, which are generally organized as
limited partnerships under the laws of the State of Delaware or as exempted limited partnerships
under the laws of the Cayman Islands. Sageview expects each private fund to qualify for exclusion
from the definition of “investment company” under the Investment Company Act of 1940, as
amended (the “1940 Act”) pursuant to Section 3(c)(7) thereunder, and to offer interests to investors
pursuant to Regulation D or Regulation S under the Securities Act of 1933, as amended (the
“Securities Act”). This brochure is designed solely to provide information about Sageview and
should not be considered to be an offer of interests in any private fund. Any such offer may
be made only by delivery to the prospective investor of the PPM for the private fund under
consideration. Investors considering an investment in the private funds should consult with
their own investment, tax and/or legal consultants prior to investing.

7                                  Sageview Capital LP
                       55 Railroad Avenue * Greenwich, CT 06830
                        Tel: (203) 625-4200 / Fax: (203) 625-4201
                             http://www.sageviewcapital.com

Private fund investors may include high net worth individuals and a variety of institutional investors
(e.g., trusts, employee benefit plans, endowments, foundations, corporations, and other types of
entities, including private funds of funds) meeting the terms of the exceptions and exemptions under
which the private fund operates and wishing to invest in accordance with the private fund’s
investment objective. Each U.S. investor must be (i) an “accredited investor,” as defined in
Regulation D promulgated under Securities Act and (ii) a “qualified purchaser,” as defined in
Section 2(a)(51) of the 1940 Act or a “knowledgeable employee” as defined in Rule 3C-5
promulgated under the 1940 Act and must also meet other suitability requirements. Interests in
offshore private funds may be purchased by tax-exempt U.S. investors that qualify as accredited
investors and qualified purchasers or knowledgeable employees, or by non-U.S. persons (as defined
in Regulation S of the Securities Act).

Co-Investors
When the general partner of a private fund deems it appropriate and consistent with the interests of
such private fund, it may, but shall not be obligated to, provide the private fund’s limited partners
or third parties with co-investment opportunities. Decisions regarding whether and to whom to offer
such co-investment opportunities are made in the sole discretion of the general partner. The general
partner of such private funds may arrange for the organization of a new limited partnership or other
type of entity to serve as a co-investment entity. The terms of any such co-investment are negotiated
by the general partner and the potential co-investor on a case-by-case basis in their respective sole
and absolute discretion, but the economic terms on which such co-investors participate in the
underlying portfolio investment must be on terms substantially similar to those of the private fund.
A private fund’s general partner may make a nominal investment in any vehicle formed for a co-
investment opportunity. Co-investors typically bear their pro rata share of various fees, costs, and
expenses related to their co-investments and in some instances are required to pay their pro rata
share of fees, costs and expenses related to their potential co-investments that are not consummated,
such as reverse breakup fees or broken deal costs. To the extent co-investors do not agree to or do
not otherwise bear fees, costs and expenses related to unconsummated co-investments, such fees,
costs, and expenses will typically be borne by the private funds that would have participated in such
investment had it been consummated, as determined by Sageview, in each case, in excess of the
private fund’s pro rata allocation based on its expected participation in any such investment.

Subscriptions
When accepting new investors, the private funds generally require a minimum investment of $5
million but may accept lesser amounts at the discretion of Sageview and/or the general partner of
the private funds.

Transfers
An investor may not pledge, assign, sell, exchange, or transfer its interest (or any portion thereof)
in a private fund, and no assignee, purchaser or transferee may be admitted as a substitute investor,
except with the consent of the general partner of such private fund, which consent may be given or
withheld in such general partner’s sole and absolute discretion.

8                                 Sageview Capital LP
                      55 Railroad Avenue * Greenwich, CT 06830
                       Tel: (203) 625-4200 / Fax: (203) 625-4201
                            http://www.sageviewcapital.com