USRG Management Company LLC

Item 5: Fees and Compensation

   A. Pursuant to the Ascent Capital Holdings, LLC operating agreement, Ascent Capital
       Holdings, LLC pays cash compensation to USRG in return for services provided in
       accordance with the operating budget. The operating expenses are payable to USRG in
       advance and on a semi-annual basis. Also, pursuant to the Ascent Capital Holdings, LLC
       operating agreement, USRG may receive certain transaction fees, monitoring fees, board
       fees and other fees from third parties or portfolio companies in performing its duties to
       Ascent Capital Holdings, LLC (the “Transaction Fees”). Lastly, USRG, as further
       described in Item 6, receives performance based fees in the form of carried interest.

   B. USRG does not deduct fees from clients’ assets.
   C. In lieu of contracting outside consultants, USRG may provide certain services to Ascent
      Capital Holdings, LLC and portfolio companies that are defined as company or partnership
      expenses in the underlying operating agreements in exchange for a fee.
   D. Fees are paid semi-annually in advance. The Board of Managers of Ascent Capital
      Holdings, LLC has the capacity to remove USRG from providing advisory services. USRG
      would only be entitled to fees for the period in which it provided advisory services.
   E. Neither USRG nor any of its supervised persons accept compensation for the sale of
      securities or other investment products.

Item 7: Types of Clients

The clients who make up Ascent Capital Holdings, LLC include investment companies, trusts,
pension plans and endowments. All of the clients of Ascent Capital Holdings, LLC, except for
C.L.-Ascent, L.P., were clients of either Fund II or Fund III that rolled over as investors in Ascent
Capital Holdings, LLC as part of the Transaction. For those clients that rolled over from Fund II,
there had been a minimum investment of $5,000,000 upon enlisting in Fund II, although a lesser
commitment amount could be accepted at the discretion of the general partner. For those clients
that rolled over from Fund III, there had been a minimum investment of $10,000,000 upon enlisting
in Fund III, although a lesser commitment amount could be accepted at the discretion of the general
partner. For Ascent Capital Holdings, LLC, and previously for Fund II and Fund III, there were
no further requirements for opening or maintaining an account other than being a qualified investor
and being able to fulfill the entire capital commitment obligation pursuant to the terms of the
underlying operating agreements.