Sun Mountain Capital Advisors LLC

Item 5.        Fees and Compensation

   A. Management Fees and Carried Interest:

With respect to discretionary assets, as described in each Fund’s confidential offering materials,
SMCA receives a management fee and as described more thoroughly in Item 6, General Partners
affiliated with SMCA may receive a performance-based carried interest. Annual management
fees typically range from 1% to 2% of aggregate capital commitments or the cost basis of
underlying investments. Management fees are subject to offset based on contractual provisions
included in the limited partnership agreements. Management fees are generally collected
quarterly in advance or in arrears. SMCA deducts management fees directly from the bank
account of each Fund.

The management fee and carried interest or performance-based payments may be waived or
reduced at the discretion of SMCA. As described in each Fund’s governing documents, the
General Partner of each SMCA Fund, which are affiliates of SMCA, may admit certain investors
who receive terms that are more favorable than those offered to other investors. More favorable
terms offered to such investors may include, among other things, reduced carried interest or
management fees. Portfolio level fees may also be received on certain investments. Any such
fees received are offset against the management fee charged to the applicable private fund.

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   B. Additional Fees and Expenses:

In addition to management fees or other fees described above, investors bear indirectly the
expenses charged to each SMCA Fund. Each Fund will pay, or reimburse SMCA, for normal and
customary out-of-pocket expenses incurred in relation to the organization and offering of interests
in a Fund (including, but not limited to, legal, accounting, filing, travel, marketing, printing, and
start-up costs, i.e., organizational expenses), up to pre-negotiated limits as described in the
relevant Fund’s limited partnership agreement. The Funds will also pay or reimburse SMCA (to
the extent not otherwise reimbursed by a third party) for normal and customary out-of-pocket
expenses related to: (i) the identification, evaluation, negotiation, acquisition, due diligence,
restructuring, closing, holding, monitoring, and disposition of investments for a Fund (whether
or not consummated); (ii) the management, operation, development, improvement, financing and
disposition of investments; and (iii) the ongoing administration of the Fund (i.e. partnership
expenses). SMCA will bear the costs of all office space and facilities as reasonably required in
performing services for the Fund, and the salaries and benefits of their officers and employees.

General Partners to Funds may form additional advisory committees consisting of third parties
(“Additional Committees”) to advise it with respect to existing investments and specific
investment opportunities. The members of Additional Committees may receive annual retainer
fees commensurate with fees paid to independent directors of public companies for general
advisory services plus reimbursement of related expenses. They may also have the opportunity to
invest in a portion of the equity available to a Fund for investment. If members of Additional
Committees generate investment opportunities on a Fund’s behalf, such members may receive
additional fees.

Investors in our Funds structured as fund-of-fund vehicles will have multiple fees due to fees paid
at both the underlying fund level and SMCA level. These fees are described in the applicable
Fund offering documents.

   C. Public Board Compensation:

Certain SMCA employees may serve on the Board of Directors for companies held by a Client and
receive compensation in the form of cash or options. Any cash compensation, as well as exercised
options, is used to offset the management fees charged to the respective Client. See Item 12 for
information regarding the payment of brokerage-related fees.

Item 7.          Types of Clients

SMCA provides discretionary investment advisory services to private investment vehicles, which
are pooled investment vehicles comprised of a variety of qualified investor types including
sovereign wealth funds, state governments, foreign governments, foreign corporations and high
net worth individuals. These investment vehicles are exempt from the requirement to register as
an investment company under Section 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940.

Certain offerings are also exempt from registration under Section 4(a)(2), Regulation D, or
Regulation S of the Securities Act of 1933.