Sagewind Capital LLC

Item 5:        Fees and Compensation

A.   Portfolio Company Fee Income. Sagewind and its affiliates, as applicable, have received, and
     expect to receive in the future, transaction fees from Portfolio Companies including initial
     acquisition advisory fees, monitoring fees, management fees, add-on acquisition fees, exit fees
     or other similar fees related to a Fund’s ownership interest in such Portfolio Company
     (collectively “Fee Income”). Fee Income received by Sagewind is typically associated with
     providing the following types of advisory services to such Portfolio Company: assistance with
     the development and implementation of corporate and business strategy and planning,
     assistance with the identification and negotiation of potential acquisitions and divestitures,
     assistance with the arrangement of debt and equity financings and re-financings and assistance
     with the establishment, maintenance and evaluation of banking, legal and other key business
     relationships. The Fee Income received by the Firm is generally not negotiated on an arm’s
     length basis. Fee Income may be paid by the Portfolio Company in cash or equity securities.
     Fee Income includes ongoing monitoring and management fees from Portfolio Companies,
     which are paid annually in advance (subject to a true-up). If an investment in a Portfolio
     Company is realized during a period, Sagewind is not obligated to refund the Portfolio
     Company for the period of time for which it will not provide services to such Portfolio
     Company, however Sagewind’s current practice is to return such unearned fees. Under certain
     of the agreements providing for Fee Income, upon the completion of an initial public offering,
     Sagewind is entitled to prepayment of monitoring fees, management fees or other similar fees
     otherwise payable by such Portfolio Company.

     Employees of Sagewind typically also provide services to Portfolio Companies, which
     services have typically been provided without additional compensation. These services
     include, but are not limited to, serving as appointed directors of Portfolio Companies (for
     which there is no compensation). However, the Portfolio Company management agreements
     permit reimbursement of certain services provided by Sagewind or its personnel, such as legal
     expenses or costs of operating partners.

     Except as described below, under “Co-Investment Agreements,” the cost of Fee Income paid
     to the Firm by Portfolio Companies is indirectly borne by a Fund and its investors along with
     the other owners of the Portfolio Company.

     Co-Investment Agreements. The Firm has in place two co-investment agreements (each
     covering a different commitment period) with one investor (the “Co-Investment
     Agreements”). Under the terms of the Co-Investment Agreements, the investor has both a
     right and obligation, during a fixed commitment period, to commit capital to Funds upon their
     formation, generally in an amount equal to the amount committed by Sagewind’s founders in

such Funds. The investor agrees to pay a management fee to the Firm equal to 2% per annum
of such investor’s committed capital or invested capital, as applicable. The investor’s pro rata
share (based on its relative capital contributions to the underlying Portfolio Company) of Fee
Income offsets management fees payable by such investor. The Co-Investment Agreements
also modify the carry payable by the investor otherwise set forth in the applicable Fund’s
governing documents and offset the management fee paid by such investor against its carry.
These Co-Investment Agreements provide the investor with rights and economic terms that
differ from those offered to other investors in the Funds. As a result, conflicts of interest could
arise, including incentives for the Firm to allocate investment opportunities or structure
investments in a manner that is more favorable to such investor. The Firm seeks to address
these conflicts through its policies and procedures, including investment allocation policies.

Carried Interest. Sagewind or its affiliates are entitled to a performance-based carried interest
fee from the Funds it manages based upon the returns generated upon the disposition of the
investments of a Fund or other distributions from a Fund. The amount of carried interest to be
paid to Sagewind or its affiliates varies among its Clients, but typically the carried interest fee
will be paid once investors in a Fund have received cumulative distributions equal to their
aggregate capital contributions plus a per annum preferred rate of return on their investment.
The detailed waterfall calculations are more fully described in the Limited Partnership
Agreements for each Fund as well as each investor side letter (if any),the Co-Investment
Agreements or other agreements between Sagewind or the Funds, on the one hand, and
investors, on the other hand. Certain investors are subject to different carried interest fees (or
have carried interest waived) pursuant to their side letter arrangements and as described above
under “Co-Investment Agreement”. The principals and employees of Sagewind, as well as
certain other limited partners of the Funds, do not pay carried interest. Such limited partners,
and the amount of the commitment on which they do not pay carried interest are determined
in Sagewind’s sole discretion.

Management Fees. In general, the structure of the fee arrangements between Sagewind and
its Clients do not provide for a traditional management fee paid by the Funds or their investors
to Sagewind. However, as described above under “Co-Investment Agreements”, once investor
does pay a management fee to Sagewind.

In connection with services provided by Sagewind to the Portfolio Companies, Sagewind
receives Fee Income as more fully described above and in the governing documents for each
Fund.
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Item 7:         Types of Clients

Sagewind provides investment advisory services to its Funds.

The Funds are generally open to, among others, pooled investment vehicles (e.g. funds of funds),
trusts, charitable organizations, family offices, individuals, high net worth individuals, corporations,
limited partnerships, limited liability companies, and other such entities or suitable investors. Clients
require investors to meet certain suitability qualifications, such as being (A) “accredited investors”
under SEC Regulation D of the Securities Act of 1933 or (B) “qualified purchasers,” as defined in
Section 2(a)(51)(A) of the Investment Company Act of 1940. It is anticipated that any future advisory
clients managed by Sagewind will have similar eligibility standards as the Clients.

The minimum capital commitment for an investor of a Fund is determined individually for each Fund
and disclosed to investors; however, Sagewind maintains discretion to accept a capital commitment
less than the minimum investment threshold. Investors in the Funds should refer to the applicable
Fund’s governing documents and subscription materials for information on minimum investment
requirements and investor suitability criteria. Information on minimum investment requirements for
the Funds is described, as appropriate, in the Form ADV, Part 1A. .

In addition, the Funds or Sagewind enters into separate agreements with certain investors that have
the effect of establishing rights under, or altering or supplementing the terms of, the governing
documents of such Fund.