Uplift Investors LP

Item 5: Fees and Compensation

The Funds will pay the Adviser (or its designated affiliate) a management fee (“Management
Fee”) and will pay the relevant General Partner carried interest (“Carried Interest”) in
connection with advisory services provided to the Funds. Certain investors in the Funds may
not pay a Management Fee or Carried Interest or may pay reduced amounts of a Management
Fee or Carried Interest. The Adviser, General Partners or other Uplift entities or affiliates
receive additional compensation in connection with management and other services
performed for portfolio companies of the Funds and such additional compensation will offset
in whole or in part the Management Fees otherwise payable to the Adviser to the extent
provided by the Governing Documents. Investors in each Fund also bear certain fund expenses
with respect to such Fund, as set forth in the applicable Governing Documents.

Management Fee
The Funds will pay the Adviser (or its designated affiliate) an annual management fee (the
“Management Fee”), payable quarterly in advance, equal to 2% of aggregate capital
commitments (“Commitments”) held by partners not designated as “affiliated partners” by
the relevant General Partner. Investors participating in a closing after a Fund’s effective date
bear the Management Fee from the effective date, generally in addition to an equalization
amount payable to the Adviser (or its designated affiliate). Upon a date specified in the
Governing Documents (the “Stepdown Date”), the Management Fee will be reduced and will
equal 2.0% of the (i) the aggregate unrecouped bridge financings and investment
contributions made (or, in each case, payable to a Fund pursuant to any outstanding capital
call notice or capital call notice that the relevant General Partner intends to issue to repay
indebtedness incurred to fund investments and bridge financings pursuant to the Governing
Documents), as reduced by (ii) the aggregate amount of investment contributions with respect
to the portion of each investment that has been disposed of or completely written-off for U.S.
federal income tax purposes, in each case, with respect to partners not designated as
“affiliated partners.” The Management Fee will be payable until the final distribution of the
relevant Fund’s assets. Installments of the Management Fee payable for any period other than
a full quarterly period are adjusted on a pro rata basis according to the actual number of days
in such period. As a general matter, Management Fees will be payable during term extensions
unless otherwise agreed with investors.

The Governing Documents provide that a Fund’s Management Fees will be calculated and
charged on a basis that generally is not tied to a Fund’s then-current net asset value. As further
specified in the Governing Documents, from the effective date of the relevant Fund until the
Stepdown Date, Management Fees generally will be charged based on a formula tied to the
amount of the relevant Fund’s aggregate Commitments. Further, after the Stepdown Date,
Management Fees generally will be charged and calculated based on a formula tied to the
amount of investment contributions (including, where applicable, a Fund borrowing
component (including interest expenses) and the amount of any capitalized Supplemental
Fees (as defined below) or expenses, including costs of operating partners) made by the
relevant Fund relating to a Fund’s aggregate investment(s) in its portfolio companies that have
not been disposed of or completely written off for U.S. federal income tax purposes (such
investments, “Impaired Value Investments”).

As a result, and as is generally the case for private equity funds, the amount of Management
Fees generally will not correspond with fluctuations in the net asset value of individual
investments or of a Fund, including following the relevant investment period, and will not be
reduced in connection with any write downs (whether temporary or permanent), except in
the case of Impaired Value Investments. Except where the Governing Documents expressly
provide to the contrary, Management Fees will not be reduced (in whole or in part) in the case
of partial sales or dispositions, distributions (e.g., those resulting from a dividend
recapitalization) or reorganizations, restructurings, roll-over investments, extraordinary
dividends or similar transactions or in circumstances where one or more other Fund(s) divest
their respective investment(s) (including credit investments) in the relevant portfolio
company, whether in whole or in part, in each case in circumstances that do not meet the
relevant Impaired Value Investment standard under the Governing Documents, and even in
cases where the value of a Fund’s investment or a Fund’s ownership percentage in such
investment has been reduced (including substantially reduced) as a result of such transaction.

In many circumstances, the post-Stepdown Date Management Fee base will include
capitalized transaction-specific fees and expenses of unrealized investments, including certain
fees (such as Supplemental Fees) and expenses paid to Service Providers, operating partners,
the Adviser or its affiliates. Further, Management Fees generally will not be reimbursed or
refunded under the Governing Documents in the event of realizations, dispositions or partial
write-downs or write-offs that occur partway through the relevant calculation period.

The Governing Documents set forth the full list of terms under which Management Fees will
be reduced, offset or otherwise be limited, and consequently investors should expect to bear
the full specified Management Fee rate in the Governing Documents until they are reduced in
the circumstances and on the date(s) specified therein.

Carried Interest
The General Partners will receive a Carried Interest representing 20% of all realized net profits
subject to a 8% compound preferred return, as more fully described in the Governing
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Item 7: Types of Clients

The Adviser provides investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to the Adviser’s related duties to and practices on behalf of its
clients and/or investors should be construed accordingly. The Funds generally include
investment partnerships or other investment entities formed under U.S. or non-U.S. laws and
operated as exempt investment pools under the Investment Company Act of 1940, as
amended. The investors participating in the Funds generally include individuals, banks or thrift
institutions, other investment entities, university endowments, sovereign wealth funds, family
offices, pension and profit-sharing plans, trusts, estates or charitable organizations or other
corporations or business entities and often include, directly or indirectly, principals or other
personnel of the Adviser and its affiliates and members of their families, operating partners,
Value Creation Center Group members or other service providers retained by the Adviser or
a Fund, as well as executives of portfolio companies.

The relevant General Partner also generally is permitted to establish Funds that are alternative
investment vehicles in order to permit certain investors to participate in one or more
particular investment opportunities in a manner desirable for tax, regulatory or other reasons.
Alternative investment vehicle sponsors generally have limited discretion to invest the assets
of these vehicles independent of limitations or other procedures set forth in the organizational
documents of such vehicles and the Governing Documents of the related Fund.

The Funds generally have a minimum investment amount of $5 million for third-party
investors, and Fund interests are offered and sold solely to qualified purchasers and
accredited investors that are also qualified clients under the Advisers Act (or qualified
knowledgeable Uplift employees). The Adviser generally is permitted to waive such minimum
investment amount.