Timber Bay Partners LLC

ITEM 5 – FEES AND COMPENSATION

In general, Timber Bay receives a management fee and a carried interest in connection with
advisory services provided to the applicable Fund. For more information regarding carried interest
distributions in connection with the performance of the Funds, please see Item 6 – Performance-
Based Fees and Side by Side Management detailed below.

The precise amount, the manner of calculation, and timing of payment of any such management
fee, carried interest, or performance-based compensation for each such Fund are established by
Timber Bay, as modified by negotiations with limited partners (“Investors”) in the applicable
Fund, and are set forth in such Fund’s Governing Documents. Nonetheless, the structure of the
management fee and carried interest which Timber Bay currently employs and which Timber Bay
expects to employ with respect to future Funds going forward is summarized below.

Management Fees

The Funds will pay the Management Company or its designated affiliate, quarterly in advance, a
management fee (the “Management Fee”) based on the amount an Investor commits to a Fund
(“Subscription”). Management Fees will typically be reduced during the life of a Fund. Investors
may be subject to a minimum fee based on an Investor’s Subscription amount.

Installments of the Management Fee payable for any period other than a full quarterly period
shall be prorated for the actual number of days in such period.

The Management Fee attributable to each Investor’s Subscription shall be reduced for the quarterly
period immediately succeeding the quarterly period in which any transaction fees, break-up fees,
director’s fees, advisory board fees or monitoring fees are received by the General Partner, the
Management Company or any Affiliates thereof from one or more Portfolio Investments (as
defined herein) (“Portfolio Fees”) by such Investor’s Pro Rata Share of 100% of such Portfolio
Fees (net of any applicable taxes and related expenses). If any Investor’s Pro Rata Share of such
Portfolio Fees exceeds the Management Fee that is payable by the Partnership for the immediately
succeeding quarter that is attributable to such Investor’s Subscription, such excess shall be carried
forward to reduce the Management Fee attributable to such Investor’s Subscription in successive
quarterly periods.

To the extent that any Investor’s Pro Rata Share of Portfolio Fees exceeds the amount necessary
to completely offset all future Partnership obligations to pay Management Fees attributable to such
Investor’s Subscription (such excess amount with respect to such Investor, the “Excess Fees”), the
General Partner shall pay all such Excess Fees to such Investor (unless such Investor has notified
the General Partner in writing at the time of its admission to the Fund that it does not wish to
receive such Excess Fees).

Portfolio Fees paid other than in cash (including in the form of options, warrants and similar
securities) shall be deemed to have been received upon the earlier to occur of the date the Portfolio
Fees are actually disposed of for cash or the date the Partnership fully disposes of all Portfolio
Investments in the issuer of such securities.

In the event that any Portfolio Fees are paid with respect to any Portfolio Investment or prospective
Portfolio Investment in which the Timber Bay Funds and any Related Entity have made or
proposed to make an investment, the General Partner shall determine that portion of such
remuneration which is subject to offset against the Management Fee pursuant to the Governing
Documents based on: (i) the relative amounts invested or proposed to be invested in such Portfolio
Investment, or (ii) such other basis as the General Partner may determine is equitable and
appropriate after considering the factors the General Partner, in good faith, determines to be
relevant.

If the Management Fee for a prior fiscal period is increased retroactively as the result of the
admission of one or more Investors (“Additional Partners”) to the Partnership, at the time of
such increase the Partnership shall pay to Timber Bay an additional Management Fee equal to the
amount of that retroactive increase, plus an amount equal to the interest-equivalent amounts paid
by such Additional Partners pursuant to the Governing Documents.

Partnership Expenses

The General Partners and Timber Bay shall be responsible for all of their normal overhead
attributable to their activities, including salaries, bonuses and employee benefits of their personnel,
office expenses, and office rental and utilities. As set forth in more detail in the applicable
Governing Documents, each Fund pays all applicable expenses attributable to the operation of
such Partnership, which typically includes but is not limited to or certain to include the following
items: the Management Fee; taxes, fees, and other governmental charges; placement fees (where
applicable); activities involving Portfolio Investments (whether or not consummated, and
including broken-deal expenses); compliance with federal and state securities laws and any other
relevant securities laws, including any relevant filings (CFIUS, etc.); expenses related to portfolio
company or Partnership personnel, including those affiliated with prospective investment
opportunities or partners; litigation, insurance, or other related expenses defending the affairs of
the Partnership, the General Partner, or any of their respective affiliates; accounting and audit
expenses of the Partnership and General Partner; research-related expenses; expenses related to
the management of Partnership assets; software and services used in connection with Partnership
activities, including the third-party administrator of the Partnership and General Partner; all
professional expenses for the benefit of the Partnership, including the restructuring of relevant
documents and the Governing Documents; expenses incurred in connection with securing
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ITEM 7 – TYPES OF CLIENTS

Timber Bay provides investment advisory services to certain private pooled investment vehicles
managed by an affiliated general partner as referenced above in Item 4 – Advisory Business.

Generally, Investors in the Timber Bay Funds will be limited to persons or entities which are (i)
Qualified Purchasers (as defined in the Investment Company Act of 1940). Funds have a minimum
investment commitment based on each Fund’s Governing Documents, however Timber Bay has
the ability to waive such minimum investment commitment and permit Investors to make
commitments that are less than the minimum commitment amount as set forth in the relevant
Governing Documents.