The Stagwell Group LLC

Item 5 – Fees and Compensation
A. The Firm charges fees and is entitled to a performance-based profit allocation, which are
   outlined in each investment management agreement that is executed. The agreement sets forth
   the scope of advisory services, outlines the specific terms and conditions of the engagement
   and provides for the fees due to the Firm that are collected quarterly. Fees are non-negotiable
   but may be reduced or waived at the Firm’s discretion. The Firm is eligible to receive a
   performance-based profit allocation (“Carried Interest”) with respect to realized investments.

B. The Firm is a private equity firm; as such, performance-based fees are billed to the Funds as
   investments are realized and not on any set schedule.

C. In addition to the performance-based fees described above, the investors in each Fund directly
   or indirectly bear the Funds’ own operating expenses, generally including, but not limited to:
   (i) expenses incurred in connection with the investigation, acquisition, holding and disposition
   (or proposed disposition) of any investment, including without limitation, all reasonable travel
   expenses, long distance telephone expenses, accounting expenses, legal fees and
   disbursements, transfer agent fees and expenses, and expenses of other service providers,
   advisers and consultants; (ii) reimbursable Firm expenses; (iii) organizational expenses; (iv)
   fees and out-of-pocket expenses incurred in connection with the preparation or delivery of or
   otherwise relating to reports made to its members, including, without limitation, audit costs;
   (v) the Fund’s share of all costs incurred in connection with the preparation of or relating to
   reports required to be filed by or on behalf of the Fund in connection with the business of the
   Fund with any governmental authority, including, without limitation, any taxing authority; (vi)
   costs related to litigation involving the Fund or any of its investments, including, without
   limitation, attorneys’ fees incurred in connection therewith; (vii) costs related to the Fund’s
   indemnification or contribution obligations; (viii) interest on and fees and expenses arising out
   of any permitted borrowings made by the Fund; (ix) the costs of any litigation, director or
   officer liability or other insurance and indemnification or extraordinary expenses or liability
   relating to the affairs of the Fund; (x) unreimbursed out-of-pocket expenses related to
   transactions that are not consummated, including legal, accounting, investment banking,
   advisory, financing and consulting fees; (xi) any taxes, fees or other governmental charges
   levied against the Fund and all expenses incurred in connection with any tax audit,
   investigation, settlement or review of the Fund; and (xii) expenses of liquidating and winding-
   up the Fund.

   The Funds may incur brokerage and other transaction costs to the extent that a Fund may hold
   publicly traded securities. See Item 12, Brokerage Practices for a detailed discussion of the
   Firm’s brokerage practices.

   The Firm receives advances in order to pay for Fund-related expenses, as outlined above. In
   addition, it may receive reimbursement of certain expenses from the Portfolio Companies as
   per the terms of the acquisition.

D. The Firm charges and the Funds pay quarterly fees in advance on the first day of each quarter.

                                                                                        5|Page

E. Neither the Firm nor any of the Firm’s supervised persons accept compensation (e.g., asset-
   based sales charges or services fees) for the sale of securities or other investment products.

                                                                                       6|Page

Item 7 – Types of Clients
The Firm provides investment advice to the Funds, which are private fund investment vehicles that
are exempt from registration under the Investment Company Act. These Funds are limited to
individuals and entities that meet the criteria of “accredited investors” and/or “qualified
purchasers.”

Prospective investors should refer to the governing documents of each respective Fund for
information on minimum investment requirements or other such requirements for opening or
maintaining an account.

                                                                                     8|Page