Searchlight Capital Partners LP

ITEM 5 - FEES AND COMPENSATION

        A.      Fees

The applicable fees for each Searchlight Fund are disclosed to investors in the private offering materials
for the relevant private offering and the governing agreements of each Searchlight Fund. The Firm or its
designee is generally entitled to receive a management fee or priority profit share (collectively,
“Management Fees”) payable semi-annually by the applicable Searchlight Fund with respect to each of
the Searchlight Fund’s limited partners (other than any affiliated limited partner). The General Partners
generally receive or will receive a “carried interest” or performance fee, in each case, from the respective
Searchlight Fund. Performance fees are typically measured as a percentage of the profits of a Searchlight
Fund. Performance fees and Management Fees are generally negotiated at the time the Searchlight Fund
is formed or such investor is accepted into the Searchlight Fund.

In certain circumstances, Searchlight, its affiliates or their partners could in the future transfer their
interests in a Searchlight Fund to third parties. Following any such transfer, Searchlight is entitled to
receive carried interest and a Management Fee on such interest, subject to applicable law and the terms
of the applicable Searchlight Fund’s organizational and/or offering documents.

Typically, a portion of the Management Fees payable by each investor in a Searchlight Fund will be
reduced (but not below zero) by each investor’s pro rata share of other fees received by Searchlight or its
affiliates in connection with portfolio investments or prospective portfolio investments of a Searchlight
Fund, which could include without limitation directors’ fees, monitoring fees, transaction fees, topping
and break-up fees, advisory fees, organizational fees or other fees (such fees “supplemental fees”),
subject to reimbursement first of the General Partners or their respective affiliates for any balance of
unreimbursed fund expenses paid by the General Partner or such affiliates. Senior Advisors and Operating
Partners (as defined below) are not affiliates of Searchlight. Vehicles that do not pay Management Fees
do not receive the benefit of such offset provisions or otherwise share in such fee income. Except where
the governing agreements expressly provide to the contrary, Management Fees will not be reduced (in
whole or in part) in the case of partial distributions or partial sales of investments.

As permitted under the respective Partnership Agreement, Searchlight has waived and could in the future
waive a portion of the Management Fee. Any such waived portion of the Management Fee reduces the
amount of capital Searchlight would otherwise be required to contribute to the respective Searchlight
Fund. Upon a waiver, the investors in a Searchlight Fund are then required to make a pro rata contribution
according to their respective commitments to fund any such waived Management Fee that Searchlight
elects to treat as a contribution and, as a result, the exercise of such waiver in certain cases can result in
an acceleration of investor capital contributions.

        B.      How Fees are Charged

Management Fees are payable or will be payable by each investor in a Searchlight Fund on a semi-annual
basis. Management Fees are generally collected no earlier than the second business day after the
beginning of each semi-annual period. Management Fees are paid by capital contributions from investors
to each Searchlight Fund pursuant to draw down notices delivered by each Searchlight Fund’s General
Partner out of the total amount of capital an investor agrees to contribute to the applicable Searchlight
Fund (i.e., an investor’s “capital commitment”) or are paid out of proceeds otherwise distributable to the
investors in the Searchlight Funds, including cash held by the Searchlight Fund after the disposition of a

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portfolio investment of a Searchlight Fund and before the proceeds are distributed to investors (i.e.,
deducted from the assets of a Searchlight Fund). Management Fees are also permitted to be paid out of
borrowings or cash reserves of the applicable Searchlight Fund.

Installments of the Management Fee payable for any period other than a full semi-annual period generally
are adjusted on a pro rata basis according to the actual number of days in such period. Investors in the
Searchlight Funds also bear certain fund expenses as further described below.

“Carried interest” or performance fees are assessed periodically, as discussed in more detail under Item 6
below.

Searchlight has exempted and could in the future exempt certain past or present Searchlight principals,
employees, Senior Advisors or Operating Partners, service providers, and executive management
members of portfolio companies from payment of all or a portion of Management Fees and/or carried
interest in respect of their direct or indirect investment in one or more Searchlight Funds. Additionally,
Searchlight has formed, and in the future could form, co-investment vehicles that are not subject to
Management Fees or carried interest. Searchlight also has reduced and could in the future reduce
Management Fees and/or carried interest through side letter arrangements in certain instances, for
example where certain investors have made an early commitment, a large commitment, multiple
commitments or any other material concession to one or more of the Searchlight Funds.

        C.      Other Fees and Expenses

Searchlight Funds are subject to customary fees, costs and expenses relating to or arising from the
operation of the applicable Searchlight Fund, including without limitation (i) all fees, costs and expenses
related to the sourcing, researching, diligencing, investigating, identifying, analyzing, pursuing,
...

ITEM 7 - TYPES OF CLIENTS

Searchlight provides investment advisory services to the Searchlight Funds, which are its only clients.
Investment advice is provided directly to such Searchlight Funds and not individually to the limited
partners of such Funds. The Searchlight Funds include investment partnerships or other pooled
investment vehicles formed under domestic or foreign laws and operated as exempt investment pools
under the Investment Company Act of 1940, as amended (the “1940 Act”). Interests in the Searchlight
Funds are offered privately to a limited number of sophisticated investors, and investors generally include
institutional investors (for example, public and private pension funds, governmental plans, insurance
companies, banks, and fund of private equity funds, etc.) and individuals who qualify to invest in the
Searchlight Funds because they have a sufficiently high income or net worth (for example, individuals with
at least $5 million in investment assets). Searchlight typically imposes a minimum investment in
connection with investing in a Searchlight Fund, often in the range of $5 million to $10 million, although
such minimums are permitted to be waived in the discretion of Searchlight. In some cases, principals of
other private equity firms and service provider professionals (e.g., outside counsel) invest in Searchlight
Funds.

Interests in the Searchlight Funds are offered and sold generally to investors that are (i) “accredited
investors” as defined under Regulation D of the Securities Act of 1933, as amended, and (ii) “qualified
purchasers” as defined in the 1940 Act or “knowledgeable employees” of Searchlight.

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