ValueAct Capital Management LP

Item 5 Fees and Compensation
ValueAct Capital and/or the applicable general partner of the clients have the authority to (1)
deduct management and performance-based fees from the assets of the clients, and (2) authorize
the payment or reimbursement of other fees or expenses to third parties from the assets of the
clients.

Management Fees
ValueAct Capital’s clients (with the exception of certain interests in Co-Investment Vehicles
which do not incur management fees) and consequently the underlying investors, incur an annual
management fee ranging from 25 bps to 2.0% (depending on the particular tranche and size of
limited partnership interests in which an underlying investor has invested) based on the investor’s
capital account balance as of the end of the specified fee period. The management fee is charged
quarterly, in arrears. If the applicable general partner allows an investor in a private fund to
withdraw capital from the private fund prior to the end of a quarter, the investor incurs a pro-rated
management fee for the period in which the withdrawn assets remained invested in the private
fund.

Personnel of ValueAct Capital from time to time serve on the boards of directors of public and
private companies, including those in which the clients invest (“portfolio companies”). In the case
of portfolio companies, ValueAct Capital’s personnel are required to give any directors’ fees to
ValueAct Capital, which will offset the management fees, as applicable, paid by the relevant
client(s) by the amount of the directors’ fees. In addition, ValueAct Capital is required to give to
the relevant client(s), as applicable, any equity awards, stock options, or other non-cash
compensation received by the Company’s personnel in connection with serving on the boards of
directors of portfolio companies. ValueAct Capital generally intends to waive any such
compensation that is in the form of an equity grant or similar award going forward. Finally,
ValueAct Capital will offset the management fees paid by the relevant client(s) by the amount of
any transaction or monitoring fees paid to ValueAct Capital or its affiliates in connection with a
client’s investment activities. Certain interests in Co-Investment Vehicles (1) do not incur
management fees, or (2) do not provide for offsetting of fees, therefore the offsetting of fees
described above is not applicable to those clients.

Finally, ValueAct Capital charges reduced or no management and performance-based fees to
ValueAct Capital, its affiliates, current and former employees and their family members, and
current and former consultants. ValueAct Capital has no obligation to disclose the specific details
of such arrangements or to offer such additional rights, terms, or conditions to all investors.

Item 7 Types of Clients
ValueAct Capital provides investment advisory services to private funds, which are generally
organized as limited partnerships under the laws of the State of Delaware or another appropriate
jurisdiction or, in the case of offshore private funds, as limited partnerships under the laws of the
British Virgin Islands. ValueAct Capital expects each private fund to qualify for an exclusion from
having to register as an investment company under the IC Act pursuant to Section 3(c)(1) or
Section 3(c)(7) thereunder, and to offer interests to investors pursuant to Regulation D or
Regulation S under the Securities Act. Thus, this disclosure brochure may discuss information
relevant to such investors, as necessary or appropriate. Nonetheless, this brochure is designed
solely to provide information about ValueAct Capital and should not be considered as an
offer of interests in any ValueAct Capital private fund. Any such offer may be made only by
delivery to the prospective investor of the CM for the private fund under consideration.

Client investors may include high net worth individuals and a variety of institutional investors
(e.g., trusts, employee benefit plans, endowments, foundations, public pension plans, sovereign
wealth funds, corporations, private funds of funds, and other types of entities).

Certain clients or investors in the private funds may expose ValueAct Capital to potential conflicts
of interest. For example, officers and directors of companies in which the clients invest have
invested in the clients. Investments by such parties may expose ValueAct Capital to potential
conflicts of interest with respect to proxy voting decisions and investment decisions and could
expose ValueAct Capital to risks relating to the receipt of material non-public information or other
confidential information relating to the company in question. In addition, ValueAct Capital
employees have made, or may make, contributions to charitable organizations that have invested
in the clients. ValueAct Capital may have a conflict between acting in the best interest of the clients
and making decisions that build goodwill with the aforementioned types of investors so they will
maintain or increase their investments in the private funds. Please see the “Code of Ethics,
Participation or Interest in Client Transactions and Personal Trading” section for additional
information about ValueAct Capital’s insider trading policy and the “Voting Client Securities”
section for additional information about ValueAct Capital’s proxy voting policies and procedures.

When accepting new investors, the clients (except for certain Co-Investment Vehicles) generally
require a minimum investment of $5 million but may accept lesser amounts at the discretion of
ValueAct Capital and/or the general partner of the relevant clients.