Snow Phipps Group LLC

Item 5 Fees and Compensation

Snow Phipps, and/or its affiliates, receive compensation from annual Management Fees (defined
below) and expect to receive certain other fees related to transactions, consulting, advisory and other
similar fees associated with investments or proposed investments or commitments made by each
Fund, fees in connection with transactions that are not completed (i.e., break-up fees), directors’
fees (including, but not limited to: cash, equity/stock, options and warrants) and/or monitoring fees
from portfolio companies. Detailed descriptions of fees, compensation and expenses borne by
investors in a Fund are further described in the relevant Fund offering documents.
Management Fees
We currently receive an investment management fee (the “Management Fee”) from the Funds. The
Management Fee payable by each Fund for an annual period are payable in two equal semi-annual
installments, on each of January 15 and July 15 for the respective semi-annual periods beginning
on January 1 and July 1. The Management Fee payable by SPG, LP during its commitment period
was 2.0% per annum of aggregate commitments and after the commitment period, the Management
Fee payable by SPG, LP was 2.0% per annum of funded commitments with respect to investments
that have not been subject to a disposition. Snow Phipps is no longer charging Management Fees
on SPG, LP. The Management Fee payable by SPII during the commitment period was the sum of
1.85% per annum of commitments with respect to each limited partner with a commitment of $100
million or greater and 2% per annum of commitments with respect to each other limited partner.
Thereafter, the Management Fee of SPII was reduced to 1.35% per annum of funded commitments
with respect to investments that have not been subject to a disposition with respect to each limited
partner with a commitment of $100 million or greater and 1.5% of funded commitments with respect
to investments that have not been subject to a disposition with respect to each other limited partner.
Snow Phipps is no longer charging Management Fees on SPII. The Management Fee payable by
SPIII equals the sum of (i) with respect to each limited partner with a commitment of (a) $150
million or greater but less than $200 million or (b) $100 million or greater but less than $150 million
that was admitted to SPIII as of its initial closing, 1.75% per annum of commitments with respect
to such limited partner during the commitment period and thereafter, 1.35% per annum of funded
commitments with respect to investments that have not been subject to a disposition, (ii) with
respect to each limited partner with a commitment of $200 million or greater, 1.75% per annum of
commitments with respect to such limited partner during the commitment period and thereafter,
1.20% per annum of funded commitments with respect to investments that have not been subject to

a disposition and (iii) with respect to each other limited partner, during the commitment period,
2.0% per annum of commitments with respect to such limited partner and thereafter, 1.5% per
annum of funded commitments with respect to investments that have not been subject to a
disposition.
Snow Phipps is permitted, at any time and in its sole and absolute discretion, to waive, reduce or
calculate differently all or any portion of the management fee with respect to any investor (including
by way of Side Letter. Without limitation to the foregoing, certain investors are subject to a different
(and reduced) Management Fee Percentage from that set forth above.

Other Fees
Snow Phipps and its affiliates expect to receive transaction, consulting, advisory and other similar
fees associated with investments or proposed investments or commitments made by each Fund, fees
in connection with transactions that are not completed (i.e., break-up fees), directors’ fees (which
may include options and warrants) and/or monitoring fees from portfolio companies. However, any
directors’ fees and monitoring fees, net of related expenses, are credited 100% against the
Management Fee for each Fund. Any transaction, break-up, advisory or other fees, net of expenses,
are credited 100% against the Management Fee for SPIII. There are currently no fees for SPII,
therefore no offsets. There are monitoring fees collected for SPG, LP in connection to fees received
by Ian Snow for his representation on the Board of Laureate. Since the Management Fees for SPG,
LP have been reduced to zero, the value of the accrued offset will be returned to the Partnership for
the benefit of the Limited Partners upon dissolution of the Fund. All fee offsets are allocated
between any parallel investment vehicles and co-investors participating in the transactions or
proposed transaction that gave rise to such fees on the basis of capital invested or proposed to be
invested. Snow Phipps bears the economic burden of all placement fees through an offset against
the Management Fee. However, any transaction, break-up, advisory or other fees received by Snow
Phipps or an affiliate that are allocable to or based on an investment by a co-investor or any other
Person (determined, in each case, based on amounts committed or contributed, as applicable, by the
applicable Fund relative to amounts committed or contributed, as applicable, by such other Persons),
regardless of whether any such fees are distributed, will not offset any Management Fee, and Snow
Phipps will receive the full benefit of and will retain such allocable portion of such fees.
If the Management Fee payable by a Fund is reduced to zero as a result of our receipt of such other
fees (or because the Management Fee is no longer payable), we will refund the excess for the benefit
of such Fund’s limited partners.
Snow Phipps and/or its affiliates generally have discretion over whether to charge transaction fees,
advisory fees, monitoring fees or other compensation to a portfolio company and, if so, the rate,
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Item 7 Types of Clients

We provide discretionary investment management services to the Funds. The Funds include
investment partnerships or other investment entities formed under domestic or foreign laws and
operated as exempt investment pools under the Investment Company Act of 1940, as amended, and
the rules and regulations promulgated thereunder (the “Company Act”). The eligibility and
suitability requirements for each Fund are described in the applicable private placement
memoranda, limited partnership agreement, and subscription agreements. The Funds only admit
sophisticated investors that are “accredited investors”, as defined in Rule 501(a) of Regulation D
under the Securities Act of 1933, and “qualified purchasers” (or “knowledgeable employees”), as
defined in the Company Act . The investors participating in the Funds may include individuals,
banks or thrift institutions, other investment entities, university endowments, sovereign wealth
funds, family offices, pension and profit-sharing plans, trusts, estates or charitable organizations or
other corporations or business entities and may include, directly or indirectly, principals or other
employees of Snow Phipps and its affiliates and members of their families, Operating Partner or
other service providers retained by Snow Phipps.
The Funds may include alternative investment vehicles established from time to time in order to
permit one or more investors to participate in one or more particular investment opportunities in a
manner desirable for tax, regulatory or other reasons. Alternative investment vehicle sponsors
generally have limited discretion to invest the assets of these vehicles independent of limitations or
other procedures set forth in the organizational documents of such vehicles and the related Fund.

The General Partners, on behalf of the Funds, have entered into agreements (“Side Letters”) with
certain limited partners which provide such limited partners with additional or different rights than
such limited partners have pursuant to the Fund offering documents. As a result of such Side
Letters, certain limited partners have received additional rights which other limited partners have
not and will not receive. The General Partners are currently not required to notify all limited
partners of any such Side Letters or any of the rights or terms or provisions thereof, and are not
required to offer such additional or different rights or terms to all limited partners.