Speyside Fund Advisers LLC

Item 5: Fees and Compensation

We generally are compensated for our advisory services to the Fund based on a percentage
of assets under management and performance-based amounts.

Management Fee

The Fund generally pays the Firm an annual advisory fee (“Management Fee”) equal to 2.5%
of the capital commitments during a specified investment period. Following the end of the
investment period, the Management Fee of the Fund is equal to 2.5% of the invested capital
outstanding, reduced by 10% per year thereafter, but not less than 1.5% of aggregate
commitments. The Management Fee is payable quarterly in advance. The Firm or the General
Partner may reduce, waive or calculate differently the Management Fee for certain Investors,
including members, employees and affiliates of the General Partner, the Firm and their
respective affiliates.

Carried Interest

The General Partner is apportioned carried interest distributions from the Fund (“Carried
Interest”) based on the net cash proceeds attributable to the Fund’s investments. The Firm
or the General Partner may reduce, waive or calculate differently the Carried Interest for
certain Investors, including members, employees and affiliates of the General Partner, the Firm
and their respective affiliates.

The Carried Interest is typically 20% of the total distributions, after a preferred return to the
Investors. Investors and prospective investors should refer to the Fund Documents for
additional or supplementary information regarding the Fund as well as the fees paid by the
Fund.

Expenses

Organizational Expenses

The Fund will bear all legal and other expenses incurred in the formation of the Fund and the
offering of the interests in the Fund. Any placement fees will be paid by the Fund but borne
by the Firm through a 100% offset against the Management Fee.

Speyside Fund Advisers LLC                                                    Form ADV Part 2A

Other Expenses

The Fund will pay all costs, expenses and liabilities in connection with its operations, including:
fees, costs and expenses related to the purchase, holding and sale of portfolio investments (to
the extent not reimbursed); expenses incurred in connection with transactions not
consummated; insurance premiums; taxes; fees and expenses of accountants, auditors,
counsel and consultants; custodial fees, finders fees and brokerage commissions; bookkeeping,
recordkeeping, appraisal and valuation expenses; costs and expenses of the advisory
committee and the annual meeting; litigation and indemnification expenses; and other
extraordinary expenses.

The Management Fee with respect to each calendar quarter of the Fund will be reduced
by 100% of any transaction fees, financial consulting fees, commitment fees, monitoring
fees, advisory fees, success fees, directors’ fees or break-up fees paid by existing or
proposed portfolio companies of the Fund to the respective General Partners, Speyside
or the Managing Directors.

The Firm and its affiliates may charge portfolio companies directors’ fees, transaction fees,
monitoring fees, advisory fees, break-up fees and other similar fees. An amount equal to
50% of all such fees, and 50% of all directors’ fees paid by portfolio companies that are
received by the Firm with respect to the Fund’s investment, net of any unreimbursed
expenses incurred by the Firm or its affiliates in connection with the unconsummated
transactions, will be applied to reduce the Management Fee otherwise payable. All such
fees will be allocated among the Fund Investors and any related co-investing entities on
the basis of capital committed by each to the relevant investment. Management Fee
reductions will be carried forward if necessary.

Item 7: Types of Clients

We deem the Fund to be our Client, along with any other privately pooled investment vehicles
or special purpose vehicles we may advise. We require prospective investors to make
representations concerning their financial sophistication and ability to bear the risk of loss of
their entire investment. Our Investors must be “accredited investors” under Regulation D of
the Securities Act of 1933, as amended (the “Securities Act”), be able to enter into a
performance fee arrangement under the Advisers Act (i.e., “qualified clients” under Rule 205-
3 of the Advisers Act) and be “qualified purchasers” under Section 2(a)(51)(A) of the
Investment Company Act of 1940, as amended.

The minimum initial investment in the Fund is generally $5,000,000; however, lesser amounts
may be accepted in our sole discretion.

Speyside Fund Advisers LLC                                                   Form ADV Part 2A