Skylark Private Equity Partners LP

Item 5 – Fees and Compensation
Management Fees

During the Fund’s investment period, investors in the Fund generally bear a management fee
(“Management Fee”) paid quarterly in advance on committed capital, at a rate of 2% per
annum, as set forth in the Fund’s governing documents. As a general matter, management
fees will be payable during term extensions unless otherwise agreed with investors. Skylark
retains discretion to waive management fees for one or more investors, in whole or in part,
without notification to other investors. Skylark does not collect a management fee from its
affiliated and employee investors.

The Management Fee will be reduced by an amount equal to 75% of Transaction Fees
attributable to Partners not designated as “affiliated partners” by the General Partner.
“Transaction Fees” include closing fees, investment banking fees, placement fees,
commitment fees, breakup fees, litigation proceeds from transactions not consummated,
monitoring fees, consulting fees, directors’ fees and other similar fees paid to the General
Partner, the Management Company or any Management Team Member (as defined in the
Partnership Agreement). Various costs and expenses will reduce Transaction Fees (and
therefore such amounts will not reduce the Management Fee), including out-of-pocket costs
and expenses (including travel expenses) incurred by the General Partner in connection with
any consummated or unconsummated transaction or in connection with generating any such

Transaction Fees. Potential investors should review the Fund’s governing documents for
complete disclosure of all Transaction Fees.

The Funds’ governing documents provide that such Fund’s Management Fees will be
calculated on a basis that generally is not tied to the Fund’s then-current net asset value. As
further specified in the governing documents, from the effective date of the relevant Fund
until a date specified in the governing documents (generally representing the end of the
Fund’s defined investment period or the date the relevant General Partner (or an affiliate
thereof) first begins receiving or accruing management fees from another Fund meeting
certain criteria (the “Stepdown Date”)), Management Fees generally will be calculated based
on a formula tied to the amount of the relevant Fund’s aggregate commitments. Further, after
the Stepdown Date, Management Fees generally will be calculated based on a formula tied to
the amount of investment contributions made by the relevant Fund (including, without
duplication, amounts drawn down under a credit facility in lieu of capital contributions) in
connection with an investment that has not been disposed of, minus the aggregate amount
of any permanent write downs.

As a result, the amount of Management Fees generally will not correspond with fluctuations
in the net asset value of the Fund’s investments, including following the investment period,
and will not be reduced in connection with any write downs, except in the case of
investments that suffered a permanent decline in value. Except where the governing
documents 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.

In many circumstances, the fee base of such post-Stepdown Date Management Fees will
include capitalized transaction-specific expenses of unrealized investments. Further,
Management Fees generally will not be reimbursed or refunded under the governing
documents in the event of realizations, dispositions or write-downs that occur partway
through the relevant calculation period.

The governing documents set forth the full list of terms under which Management Fees will
be reduced, offset or otherwise be limited, and consequently investors should expect to bear
the full specified Management Fee rate in the governing documents until they are reduced in
the circumstances and on the date(s) specified therein.

Other Fees and Expenses

In addition to the Management Fee, each investor in the Fund bears its allocable share of
expenses associated with the operations of the Fund. Such expenses, include, but are not
limited to, the following:

   •   Organization and startup expenses for the Fund and its affiliated entities as set forth
       in the Fund’s governing documents

   •   All fees, costs, expenses, liabilities and obligations relating to the Fund and/or its or
       its subsidiaries’ activities, business, portfolio companies or actual or potential

    investments, whether incurred prior to, or following the initial closing date, including
    with respect to any person or entity formed to effect the acquisition and/or holding
    of a portfolio company (to the extent not borne or reimbursed by a portfolio company
    or potential portfolio company), including all fees, costs, expenses, liabilities and
    obligations relating or attributable to activities with respect to the origination,
    discovery, identification and sourcing of investment opportunities for the Fund,
    including developing an investment pipeline, attending and sponsoring
    industry conferences and events, meeting with consultants, finders, broker-dealers,
    investment banks and other sources of investments (including any fees, costs,
    expenses and/or compensation related to transactions that were or may have been
    offered to co-investors or pursued with joint venture partners, whether or not
    any contemplated transaction or project is consummated and whether or not such
    activities are successful) and developing an investment pipeline and activities with
    respect to the pursuing, structuring, seeking, organizing, investigating, negotiating,
    acquiring, consummating, evaluating, financing, refinancing, syndicating, diligencing
    (including any subscriptions to any periodicals, databases and/or research services),
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Item 7 – Types of Clients
Skylark’s only clients are the Funds. Skylark provides investment advice to the Funds, which
are offered to qualified investors on a private placement basis as outlined in the offering
documents. The offering documents include minimum amounts for investment by
prospective investors, which such minimums have been waived or reduced for certain
investors in the past and may be waived or reduced for certain investors in the future, at
Skylark’s discretion.