Structural Capital Management Company II LP

ITEM 5:     FEES AND COMPENSATION

Management Fees and Carried Interest

Fees generally are paid as set forth in each Advisory Client’s Governing Documents. The
information contained in this Item 5 is a summary only and is qualified in its entirety by the
relevant Governing Documents. It is important that investors refer to the relevant Governing
Documents for a complete understanding of expenses and fees they may pay through an investment
in the Advisory Clients.

Structural Capital is generally compensated for its advisory services through asset-based
management fees (“Management Fees”). With respect to Funds III and IV, the Management Fee
is between 1.75% and 2.00% per annum of the commitments during the investment period (as
defined in the relevant Governing Documents). Thereafter, the Management Fee is calculated
based on the balance of the principal amount of total cost basis of portfolio investments
outstanding, less proceeds from dispositions representing a return of capital with respect to
portfolio investments and the cumulative amounts of any write-downs or write-offs.

During Fund IV’s Investment Period, Structural Capital will receive a Management Fee of 0.5%
per annum of aggregate commitments plus an additional 1.25% per annum of the balance of the
principal amount of total portfolio investments outstanding, less the cumulative amounts of any
write-downs or write-offs. After the Fund’s Investment Period, the Management Fee will be 1.75%
per annum of the Fund’s outstanding portfolio loans and equity investments.

In addition, the Funds’ respective General Partners are entitled to receive performance-based profit
distributions (referred to as “Carried Interest”). Subject to the terms and limitations set forth in
the applicable Governing Documents of each Fund, including claw back obligations, each General
Partner generally is entitled to receive Carried Interest distributions equal to 20% of net profits
derived from the disposition of portfolio investments in excess of an 8% compounded preferred
rate of return.

In lieu of Management Fees or Carried Interest, Structural Capital typically is issued warrants in
consideration of advisory services performed on behalf of SPV Client accounts. For co- or sub-
advisory services rendered to Other Advisory Accounts, Structural Capital will ordinarily be
entitled to a Management Fee and Carried Interest as provided in pertinent Client account
agreements or formation documents.

Management Fees and Carried Interest distributions generally are not negotiable; however,
Structural Capital is able to reduce, otherwise modify or waive the Management Fees or Carried
Interest distributions with respect to any Limited Partner. Management Fees for certain Funds are
reduced for those Limited Partners who make a commitment above a threshold, as described in
the applicable Fund’s Governing Documents. Structural Capital exempts the General Partner
and certain affiliates of Structural Capital who invest in the Funds from payment of Management
Fees and/or Carried Interest, including its personnel or other investors meeting certain qualification
requirements.

Subject to applicable law and each Fund’s Governing Documents, the general partner of a Fund
has and will enter into side letter agreements with certain investors. Side letters have the effect of

altering or supplementing the terms of the investors’ investments in the Funds, including waivers
or reductions of the management fee and the performance allocation, access to portfolio
information, rights to make withdrawals, and circumstances under which withdrawals are required.
See Item 4: Advisory Business for additional details on Structural Capital’s use of side letters.

The Management Fee is typically paid quarterly in advance. Management fees are typically funded
with capital contributions drawn for such purpose but may also be funded with or withheld from
proceeds from portfolio investments or reserves or other assets of a Fund. Management Fees due
from a Fund are also permitted to be paid by drawdowns under such Fund’s subscription loan
facility (if available) which draws are subsequently repaid out of capital contributions, proceeds
or reserves. Carried interest distributions generally will be distributed to Structural Capital from
time to time upon the disposition or receipt of proceeds in respect of portfolio investments by a
Fund and are distributed to Structural Capital in accordance with the terms of the applicable Fund
Governing Documents.

Operating Expenses

Structural Capital is responsible for paying its ordinary overhead expenses, such as facilities
expenses and compensation of its employees.

Each active Fund generally bears the costs and expenses relating to its activities and operations, as
provided in the respective Fund’s Governing Documents. As set forth more fully in the applicable
Partnership Agreement, generally these expenses include, without limitation, all fees, costs,
liabilities and expenses attributed to: (a) activities with respect to negotiating, structuring,
sourcing, organizing, acquiring, financing, bidding-on, refinancing, hedging, managing,
monitoring, operating, valuing, trading, dissolving, winding-up, liquidating, restructuring, holding
and disposing of portfolio investments (such as, for example, expenses incurred on investment-
related trips, including airfare, hotels, meals and transportation), or in seeking to do any of the
foregoing, whether or not any contemplated transaction or project is consummated and whether or
not such activities are successful; (b) broken deal expenses; (c) legal, filing, brokerage, accounting,
auditing, consulting, escrow, custodial, administration, information, appraisal, advisory, valuation,
research, tax and other professional services; (d) to the extent provided in the Fund’s Partnership
Agreement, or otherwise approved by Structural Capital in its sole discretion, activities or
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ITEM 7:    TYPES OF CLIENTS

Structural Capital provides discretionary investment advice solely to the Advisory Clients, which
are privately offered pooled and special purpose investment vehicles, as noted in Item 4 above.

All Fund Limited Partners are “accredited investors” within the meaning of Rule 501(a) under the
Securities Act of 1933, as amended (the “Securities Act”), and are generally either “qualified
purchasers” within the meaning of Section 2(a)(51) under the Investment Company Act of 1940,
as amended (the “Investment Company Act”), or “qualified clients” within the meaning of Rule
205-3 under the Advisers Act. Each Advisory Client generally has a minimum investment amount
for third-party investors as provided in such Advisory Client’s Partnership Agreement. Such
minimum investment amount may be waived by the applicable General Partner in its sole
discretion.