Sallyport Partners Investment Manager LLC

Item 5         Fees and Compensation

The following provides a general description of the fees, compensation and expenses that the Fund
pays. The Fund’s Governing Documents describe such fees, compensation and expenses in much
greater detail. Investors in the Fund should refer to the Governing Documents for a more detailed
description of the Fund’s fees, compensation and expenses.

In consideration of Sallyport’s investment advisory and other services, Sallyport receives a
management fee from the Fund, which is generally equal to (i) during the investment period of the
Fund, a percentage of the total committed capital to the Fund, and (ii) after the expiration of the
investment period of the Fund, a percentage of the total invested capital by the Fund. The
management fee percentage and/or the base upon which the management fee is calculated may
vary with the size of the Fund and may also vary over the life of the Fund, as set forth in its
Governing Documents.

In addition, the General Partner, an affiliate of the Adviser, will receive certain allocations and
distributions calculated and charged based on a share of capital gains on or capital appreciation of
the assets of the Fund, as set forth in its Governing Documents. These allocations and distributions
are commonly known as “carried interest”. The General Partner generally will not receive carried
interest until all Investors have received aggregate distributions equal to the sum of their capital
contributions to the Fund and a preferred return on such capital contributions.

Management Fees

Sallyport receives a management fee based on the aggregate Investor capital commitments. From
the initial closing date to the expiration of the investment period, the Management Fee is two
percent (2%) per annum of the aggregate Investor capital commitments. After the investment
period, the Management Fee will be two percent (2%) per annum of the capital invested in portfolio
investments then held directly or indirectly by the Fund; provided that the Adviser will provide a
credit with respect to any portfolio investments that have been written down or written off.

The Management Fee is payable quarterly in advance and is prorated on the basis of the number
of days elapsed for any partial periods; provided that for each Investor’s initial capital call, the
Fund may draw down up to twelve (12) months of Management Fees with respect to such Investor.

The Governing Documents set forth the full list of terms under which management fees may be
reduced, offset or otherwise be limited, and consequently Investors should expect to bear the full
specified Management Fee rate in the Governing Documents unless they are reduced in the
circumstances and on the date(s) specified therein.

Carried Interest

The General Partner generally is entitled to receive carried interest with respect to the Fund as
fully described in the Governing Documents. The carried interest distributed to the General Partner
is subject to a potential clawback at the end of the life of the Fund if the General Partner has
received excess cumulative distributions. The General Partner receives twenty percent (20%) of
distributions from investments (the “carried interest”) after one hundred percent (100%) of capital

contributions for investments and management fees are returned to Investors of the Fund and
Investors receive an 8% preferred return on such capital contributions.

Other Expenses

In connection with our advisory services, the Fund bears all of its own expenses (ordinary and
extraordinary). The enumerated lists below are detailed but do not include every possible expense
the Client may incur. The expense arrangements summarized below are set out in the Governing
Documents for the Fund.

We may offset some of the investment–related expenses listed below against the management fees.

Offering and Organizational Expenses

The Fund is responsible for all amounts of out-of-pocket expenses incurred by or on behalf of the
Fund, the General Partner or any affiliate(s) thereof in connection with the organization of the
Fund and related vehicles (including the General Partner and its affiliates) and the marketing and
initial offering of interests in the Fund and related vehicles (including fees and disbursements of
attorneys, accountants and other professionals, expenses relating to conferences, fundraising
events and other related marketing opportunities, travel, meals and entertainment, printing costs,
regulatory and compliance costs, and other fees and expenses). The General Partner may allocate
organizational expenses among the Fund and related vehicles in an equitable manner as determined
in good faith by the General Partner.

Fund Expenses

The Fund pays all fees, costs, expenses, liabilities and obligations relating to the Fund and/or its
activities, business, portfolio companies or actual or potential investments including, without
limitation;

   •   the organizational expenses of the Fund and related vehicles;

   •   the costs and expenses incurred in connection with maintaining the organizational
       existence of the Fund;

   •   the costs and expenses incurred relating to sourcing, investigating, identifying, analyzing,
       pursuing, negotiating, consummating, organizing, acquiring, holding, financing,
       refinancing, structuring, restructuring, monitoring, managing, valuing, seeking sale and
       other disposition opportunities and selling or otherwise disposing of or winding up any
       actual or potential portfolio investments for the Fund (regardless of whether such
       transactions are actually consummated or such activities are successful, and including any
       breakup, reverse breakup and termination fees);

   •   costs, expenses and liabilities in connection with indebtedness, borrowings, guarantees and
       similar arrangements entered into directly or indirectly by or on behalf of the Fund,
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Item 7         Types of Clients

The Adviser provides investment advisory services to a single affiliated private pooled investment
vehicle, the Fund. The Fund relies on an exemption from the definition of “investment company”
in the Investment Company Act of 1940, as amended (the “1940 Act”); accordingly, the Fund is
not registered as an investment company under the 1940 Act. Investors participating in the Fund
may include individuals, certain banks or thrifts institutions, sovereign wealth funds, pension and
profit-sharing plans, trusts, estates, endowments, charitable organizations or other corporate or
business entities (which may include entities that are owned, directly or indirectly, by principals
or other employees of Sallyport or its affiliates). In some cases, private equity professionals from
other firms or other services professionals may also be investors in the Fund.

In the future, the Adviser may sponsor additional pooled investment and co-investment vehicles.

The minimum initial capital commitment generally required for an Investor in the Fund is subject
to the Adviser’s discretion.

Fund interests are offered and sold generally to a limited number of persons that are (i) “accredited
investors” as defined under Regulation D of the Securities Act of 1933, as amended, (ii) “qualified
clients” as defined under the Advisers Act and (iii) “qualified purchasers” as defined under the
Investment Company Act of 1940, as amended, or other “knowledgeable employees” of Sallyport.