Seidler Kutsenda Management Company LLC

Fees and Compensation

Management and Incentive Fees

Each Fund’s Manager receives a management fee, typically at the rate of 2.0% of committed capital
(“Management Fee”), for services provided to that Fund, and each Fund’s general partner (an SKMC
affiliate) receives a performance-based fee, typically a carry of 20% (“Incentive Fee”), from that Fund.
During a Fund’s investment period, the Management Fee is a percentage of the Fund’s committed
capital. After a Fund’s investment period, the Management Fee is based on invested capital (reduced by
investments that have been disposed of or completely written off as determined by each Fund’s Manager
using Generally Accepted Accounting Principles). SEP Diamond’s management fee is based on a
percentage of that fund’s invested capital.

The Incentive Fee is a percentage of the profits earned on Fund investments. A Fund pays an Incentive
Fee to its general partner only after limited partners receive the return of their invested capital plus a
preferred return. In some cases, the Managers or their affiliates also receive Management Fees and
Incentive Fees from Other Vehicles. Incentive Fee payment terms, as well as any other fees paid to the
Managers, are described in each Client’s governing agreements, management agreements, and disclosure
documents, as applicable.

Management Fees, Incentive Fees, and other fees paid to the Managers and/or their affiliates are not
generally negotiable on an investor-by-investor basis. However, the general partners may, in their sole
discretion, reduce or waive the Management Fee or Incentive Fee payable in respect of limited partners
affiliated with the general partners, which reduction will inure solely to the benefit of such limited
partner.

Management Fees are typically payable semi-annually and billed at the end of the first month of each
semi-annual period, so that one month of Management Fees is paid in arrears and five months in advance.
Most Management Fees are paid pursuant to capital calls that include information about the fees.
However, under specified circumstances, net proceeds received from portfolio investments may also be
applied to the next scheduled Management Fee payment. Installments of the Management Fee payable
for any period other than a full period are adjusted on a pro rata basis according to the actual number of
days in such period.

Each management agreement (“Management Agreement”) is permitted to be terminated when a Fund
winds up or if a specified percentage of limited partners vote to remove the general partner or dissolve
the Fund. Upon any such termination, the Manager is required to return any unearned portion of
Management Fees already paid.

Management Fee Conflicts

Because Management Fees payable after a Fund’s investment period are based on invested capital
(reduced as set forth above), the Managers have an incentive to avoid complete write-offs because they
reduce the Management Fee. The Managers attempt to mitigate this potential conflict by adopting and
following written valuation procedures that require, among other things, independent valuation input.
See also the discussion in Item 10 below (“Methods of Analysis, Investment Strategies and Risk of
Loss”– “Management Fees and Incentive Fees”). Item 6 discusses potential conflicts relating to
Incentive Fees.

Portfolio Company Fees

As more specifically described in the relevant governing documents, the Managers or their affiliates are
generally authorized to receive break-up fees, transaction fees, advisory fees, consulting fees,
management fees, director fees, and other fees from actual or potential portfolio companies (“Portfolio
Company Fees”). Portfolio Company Fees are not always negotiated on an arm’s length basis and may
be substantial. When there is not a third party involved in negotiating the amount of such fees on behalf
of the portfolio company, the Managers have a conflict of interest in making that determination. The
Managers attempt to mitigate this conflict by offsetting Management Fees by 100% of Portfolio
Company Fees received by the Managers or their affiliates.

Management Fee offsets generally are performed on a net basis, after giving effect to any expenses
including unconsummated deal costs) in connection with receipt of such fees or the provision of related
services. In cases where Management Fees have been reduced or eliminated, such as during an extended
term, unless otherwise agreed, Portfolio Companies Fees will be paid to Investors.

Expenses

General

The Funds generally bear all fees, costs, expenses, liabilities, and obligations, direct or indirect, incurred
in relation to their operations and business in accordance with the terms of the Funds’ governing limited
partnership agreements. These expenses generally include: the fees and expenses of accountants,
auditors, custodians, appraisers, valuation consultants, legal fees and expenses of external legal counsel,
the time (billed at standard hourly rates) and expenses of the Managers’ internal legal counsel (to the
extent external and internal legal costs are not paid or reimbursed by portfolio companies or other third
parties); the Funds’ allocated share of the fees and expenses of the members of the Managers’ valuation
committees who are not Manager personnel; expenses (including travel (but generally excluding the cost
of chartering private aircraft or other private air travel), lodging, meals, entertainment and related
expenses) related to discovering, investigating, delicensing, organizing, developing, negotiating,
structuring, documenting, purchasing, holding, financing, refinancing, monitoring, valuing, winding up,
liquidating, dissolving and disposing of investments (including in connection with any potential
investment or exit transactions that are not consummated); the fees and expenses of finders, business
brokers, investment banks, underwriters, loan administrators, placement agents, sales, finders and other
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Types of Clients

The Managers provide investment advice to Funds and Other Vehicles.

Each Fund’s governing agreement states the conditions for the admission of investors to the Fund. They
include:

   •   Investing minimum investment amount. For example, SEP VIII and SEA II established a
       minimum investment of $10 million, subject to waiver in the general partner’s discretion.

   •   Meeting certain suitability and net worth qualifications.
       o Each Seidler Fund direct investor normally must be (i) an “accredited investor” as defined in
         Rule 501 of Regulation D under the Securities Act of 1933; (ii) a “qualified purchaser” as
         defined in Section 2(a)(51) of the Investment Company Act of 1940; and (iii) a “qualified
         client” as defined in Rule 205-3 under the Advisers Act.
       o Each Australia Fund investor must be a “sophisticated investor” (an investor that has a
         certificate from a qualified accountant stating it has net assets of A$2.5 million and/or that
         its gross income for the past two financial years has been at least A$250,000 a year) under
         section 708(8) of the Corporations Act Cth (2001) (“Corporations Act”) or a “professional
         investor” (an investor holding an Australian Financial Services License or that has or controls
         gross assets of A$10,000,000 or more) under section 708(11) of the Corporations Act.