Suntx Capital Management Corp

ITEM 5: FEES AND COMPENSATION

SunTx Management Fees & Carried Interest

SunTx and its affiliated entities that serve as general partners to the SunTx Funds (the “SunTx General
Partners”) receive various fees from the Clients for their services at a negotiated rate based on each Client’s
particular circumstances. Fees for these services are set forth in the Governing Documents or applicable
investment management agreement.

SunTx’s management fees for its Private Equity Funds are initially generally charged as a percentage of the
Fund’s aggregate capital commitments, but this calculation is transitioned to a percentage of the Fund’s
funded capital commitments after the Investment Period, as defined in the Fund’s Governing Documents
(the “Management Fee”). Management Fees generally decline after the Investment Period, or earlier based
upon the formation and requisite capital commitments of a new Fund, as described in the Governing
Documents of each Fund. However, the degree and pace of deceleration varies per Fund. Management Fees
are generally billed quarterly in advance as of the beginning of the quarter and are paid through a drawdown
from a Fund’s available line of credit (“LOC”), a “capital call” by which the Investor is required to pay the
required amount from its undrawn capital commitment to the SunTx Fund, or deduction from available
cash. Assets in the SunTx Funds are generally subject to a lockup. Investors that fail to meet a capital call
are subject to a forfeiture of a portion of their capital accounts, pursuant to the Governing Documents of
each Fund. Investors who transfer their interests prior to the end of a quarter do not receive a refund of any
portion of their Management Fees.

The SunTx General Partners or an affiliate generally are entitled to receive a carried interest distribution
(typically 20%) of the net profits derived from the disposition of investments, after the return of capital
contributions and a preferred rate of return to Investors, (the “Carried Interest”), as defined in the
Governing Documents for each Fund. Upon final dissolution of the Fund, the SunTx General Partner or
affiliate is generally required to return Carried Interest distributions to the extent that such distributions
exceed the amounts that would have been distributed if such Carried Interest distributions were calculated
on the aggregate basis covering all Funds transactions (subject to terms and limitations set forth in the
applicable Fund’s Governing Documents.) Carried Interest distributions are calculated from time to time
upon the disposition of portfolio investments and are allocated or distributed to the General Partner or
affiliate following the return of capital contributions and preferred return to Investors.

SunTx may waive or reduce Management Fees or Carried Interest for certain Investors or classes of
Investors, in its discretion. Thus, different Investors in the same SunTx Fund may pay different Management
Fees based on, among other things, waivers. Acquisition Vehicles generally historically have not paid a
Management Fee and certain Acquisition Vehicles have not been subject to Carried Interest. Future
Acquisition Vehicles may pay Management Fees and Carried Interest consistent with the vehicles
Governing Documents. Additionally, the SunTx General Partner’s capital account will generally not be
subject to Management Fees or Carried Interest. Except as otherwise agreed, SunTx is not obligated to
waive or reduce Management Fees for any other Investor when offering waivers or reductions to a particular
Investor.

Portfolio Company Fees

SunTx or a SunTx affiliate are entitled to and have in the past received certain fees from Portfolio
Companies in which the SunTx Funds invest and/or in connection with Portfolio Company investments,
which may include advisory fees, directors’ fees, monitoring fees, investment banking or closing fees,
commitment fees, break-up, “topping” or similar fees (“Special Income”). Pursuant to terms set forth in the
Governing Documents for each SunTx Fund, such Special Income, after deduction of unreimbursed
expenses and costs of SunTx and its affiliates (“Net Special Income”), generally reduces the Management

Fees payable to SunTx and/or offsets expenses of the SunTx Fund, as described below. In the event there
is no Management Fee payable to offset, the SunTx Fund will record Due from Manager for the amount of
Net Special Income, which can be settled in cash or offset against Due to Manager from such SunTx Fund.
In the event SunTx or a SunTx Affiliate receives Net Special Income in connection with investments made
by a Fund in which there are co-investors, Management Fees for the Fund will be offset only by the Fund’s
allocable share of any Net Special Income paid to SunTx or a SunTx Affiliate in connection with
investments made by the Fund but will not be offset with respect to co-investors’ share of any Net Special
Income. Net Special Income for any such investment generally will be allocated among the Fund and any
co-investors pro rata in proportion to the Fund and such co-investors’ investment as a percentage of the
total investment.

SunTx related persons may receive and have in the past received options, shares or units of a Portfolio
Company as compensation for services provided to the company. All such options, shares or units issued
to a SunTx related person have been and will be treated as Special Income when received or vested, as
applicable.

Other Expenses

In addition to the Management Fee, each SunTx Fund typically pays its own operating expenses, or
otherwise reimburses SunTx or a SunTx Affiliate, for these and other services as well as for certain
organizational and offering expenses related to the Fund (“Partnership Expenses”). Partnership Expenses
are described more fully in the Fund’s Governing Documents. If any fees, costs or expenses are incurred
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ITEM 7: TYPES OF CLIENTS

SunTx provides investment management services solely to Private Funds exempt from registration under
the Investment Company Act and Securities Act. Investors in the Private Funds are generally institutional
investors and certain high net worth investors that are “accredited investors,” “qualified clients” and
“qualified purchasers” (if required pursuant to the fund’s exemption), within the meaning of the Securities
Act, the Advisers Act and the Investment Company Act, respectively.

The Private Funds have a specified minimum investment as set forth in their Governing Documents. This
minimum investment is subject to discretion, and the Firm or its affiliates may permit investments of a
smaller amount generally or with respect to any Investor.