Southfield Capital LP

Item 5:       Fees and Compensation
      A. Fees Charged

      Generally, Southfield receives a management fee, and if applicable under the terms of the Fund’s
      Private Placement Memorandum, a performance-based fee known as a “carry”.

      Please refer to the private placement memorandum for more specific discussion of fees paid by
      investors in the Funds.

      Management Fee

      During their respective investment periods, the Funds generally charge investors an annual
      Management Fee of 2% of capital (which includes available SBA leverage for the debt funds),
      payable quarterly. This fee is charged through the end of a Fund’s investment period. After the
      investment period, the Management Fee reduces to 2% of the lesser of the fair market value or the
      cost basis of the remaining investments in each Fund’s portfolio.

      Performance Based Fee

      In most cases, the Funds pay a 20% performance based fee to Southfield according to terms
      described more specifically in their respective Partnership Agreements and Private Placement
      Memorandums. Terms generally require investors receive an 8% return on their invested capital
      before the Funds’ General Partner is entitled to an allocation of 20% of the Funds profits. There
      are some Funds that have variable performance fees based on the level of performance, and there
      are some Funds that do not pay any performance based fees. For any Fund with a performance
      based fee, that fee is subject to a “clawback” which means that once each of the Funds has wound
      up its investments, if Southfield collects more performance-based fee than it should have been
      entitled, Southfield must restore the overage to the Funds.

      Co-Investments

      From time to time, when Southfield determines it is in the best interest of the respective Fund, a
      Fund investor or an outside party may be offered an opportunity to invest alongside the Fund.
      These co-investments can allow Southfield’s Funds to make investments that might not otherwise
      be available or a good fit for the Fund’s portfolio or they may afford the opportunity to include an
      investor that can enhance the value of an investment. Terms for these co-investors may be varied
      and are negotiated by the Fund’s General Partner.

      B. Fee Payment

      Management Fees are charged quarterly, in advance, and are invoiced to the Funds. Funds remit
      Management Fees to Southfield and Management Fee expenses are recorded on the books of the
      respective Fund.

      C. Other Fees

      In addition to management and performance compensation, each Fund (and indirectly, its limited
      partners) is required to pay all fees, costs and expenses relating to the Fund’s activities, investments
      and business. These fees are described in each Fund’s offering documents. While there is likely to
      be some variation between Fund offering documents, expenses charged include those associated

with making or selling portfolio investments, including investment expenses and investment related
travel. Investment related travel may include travel on a private aircraft when Southfield believes
that this cost is justified by the greater efficiency and security provided by the use of private air
travel, especially for destinations which commercial aircraft do not efficiently reach. In addition to
expenses related to researching, implementing and monitoring investments, Funds are also charged
legal and accounting fees, taxes, Fund administration fees, commissions and brokerage fees,
registration expenses, the cost of directors’ and officers’ liability insurance and other expenses such
as litigation or broken deal expenses, as set forth in more detail in the offering materials and/or
governing documents of each such Fund.

Each Fund (and indirectly its limited partners) is also responsible for the fees, costs and expenses
relating to the organization of such Fund, including travel, printing, legal, filing and accounting
fees and expenses, and certain regulatory expenses up to a certain amount, as described in the
offering materials and/or governing documents of such Fund. Any such organizational expenses
paid by a Fund in excess of the specified amount for each Fund will be applied to offset or reduce
management fees owed by such Fund, (except with respect to the co-investment vehicles). A Fund
is also required to pay any placement agent fees that are incurred in connection with the marketing
and offering of interests in such Fund, provided, that any such payments will be applied to offset
the management fee payable by the Fund, as described under Item 14 – Client Referrals and Other
Compensation.

Southfield will be responsible for all of its ordinary administrative and overhead expenses,
including compensation for employees’ salaries, rent and utilities. The Funds will be responsible
for all costs and expenses relating to the operation of the Funds that are not reimbursed by third
parties, as set forth in more detail in each Fund’s Agreement.

Third-Party Expenses

To the extent practicable, any third-party expenses relating to consummated investments will be
charged to the portfolio company. If such expenses are not charged to the relevant portfolio
company, then they will be paid by the Funds and included in the cost of the investment or expenses.
Any third-party expenses relating to unconsummated investments will be borne by the Funds.

Effectively, Southfield will bear full economic responsibility for any fees payable to any placement
agent. The Funds will not bear any such fees.

Related Services

In addition, Southfield and its affiliates perform management, advisory, transaction-related,
financial advisory and other services (“Related Services”) for, and receive fees from, actual or
prospective portfolio companies or other investment vehicles of the Funds, including fees in
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Item 7:       Types of Clients
      Southfield’s only clients are Funds.

      Investors in Southfield’s Funds and co-investors are of varied backgrounds. They may include
      endowments, retirement plans, and corporations, fund of funds, high net-worth individuals,
      investment partnerships and banks.