Varsity Management Company LP

ITEM 5: FEES AND COMPENSATION

In general, VHP receives a management fee and carried interest in connection with advisory
services. The Advisers or other VHP entities or affiliates also receive additional compensation in
connection with management and other services performed for portfolio companies of the Funds.
Such additional compensation offsets, in whole or in part, the management fees otherwise payable
to the Advisers or such other VHP entities or affiliates in accordance with the relevant Governing
Documents. Investors in a Fund also bear certain expenses as set forth in the relevant Governing
Documents.

Management Fees

As is generally the case in private equity funds, the Governing Documents provide that a Fund’s
Management Fees will be calculated and charged on a basis that generally is not tied to the Fund’s
then-current net asset value. To the extent set forth in the relevant Governing Documents, each
Fund (other than the Co-Investment Vehicles) will generally pay the Advisers, quarterly in
advance, a management fee (the “Management Fee”), which is typically equal to 2.0% on an
annual basis of the aggregate investor capital commitments (“Commitments”) in each Fund.
Installments of the Management Fee payable for any period other than a full three-month period
are adjusted on pro rata basis according to the actual number of days in such period. Investors
participating in a closing after the date of the initial closing bear the Management Fee from the
date of such initial closing.

Upon a date specified in the Governing Documents (the “Stepdown Date”), the Management Fee
will be reduced to 2.0% per annum of an amount equal to (a) the aggregate investment
contributions made or required to be made (including, where applicable, a Fund borrowing
component and the amount of any capitalized Supplemental Fees (as defined below) as well as
other expenses) with respect to investments that have not been disposed of, minus (b) the aggregate
amount of any permanent write-downs of investments that have not been disposed of, to the extent
required under the relevant Fund’s Governing Documents. The Governing Documents generally
provide that investments in a portfolio company will be treated as having been partially disposed
of or permanently written-down for these purposes only to the extent that, as of the date of any
such disposition or permanent write-down, the aggregate fair market value of all remaining Fund
investments in such portfolio company is less than the Fund’s aggregate investment contributions
made with respect to such portfolio company (such investments, “Impaired Value Investments”).
Except for Impaired Value Investments and complete dispositions of a Fund’s interests in a
portfolio company, 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, even in cases where the value of the Fund’s investment or the Fund’s ownership
percentage in such investment has been reduced (including substantially reduced) as a result of
such transaction.

Under the Governing Documents, where the fair market value of an investment exceeds the total
amount of investment contributions relating to such investment, post-Stepdown Date Management

Fees will not be calculated based upon such appreciated value, and will instead continue to be
calculated based on the amount of such investment contributions. Conversely, except in the case
of investments meeting the relevant Impaired Value Investment standard under the Governing
Documents, the Governing Documents do not require Management Fees to be reduced or refunded
following the occurrence of a write-down, decrease (including a significant decrease) in fair value
or other event not constituting a complete realization, such as a partial sale or disposition,
reorganization, recapitalization (including recapitalizations involving dividends), roll-over
investment in connection with a sale or dividend distribution. 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 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. With respect to
Impaired Value Investments, if the fair market value of an Impaired Value Investment is less than
the Fund’s aggregate investment contributions made with respect to such portfolio company, then
the amount of post-Stepdown Date Management Fees otherwise payable relating to such
investment will be reduced solely based on the ratio of the fair market value of the remaining
investment in such portfolio company as compared against the amount of the Fund’s aggregate
investment contributions made with respect to such portfolio company as of the date of the partial
disposition or permanent write-down, and future fluctuations in the fair market value of the
Impaired Value Investment will not affect the calculation of post-Stepdown Date Management
Fees.

As noted above, 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 third parties, VHP 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
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ITEM 7: TYPES OF CLIENTS

The Advisers provide investment advice to the Funds. The Funds generally include investment
partnerships or other investment entities formed under domestic or foreign laws and operated as
exempt investment pools under the Investment Company Act of 1940, as amended, and the rules
and regulations promulgated thereunder. 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, personnel of VHP and its affiliates and members of their families, Operating Partners
or other service providers retained by VHP or a Fund, as well as executives of portfolio companies.

The relevant Adviser also generally is permitted to establish Funds that are alternative investment
vehicles in order to permit one or more 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.

Certain of the Funds generally have a minimum investment amount for third-party investors that
is specified in the applicable Governing Documents. Such minimum investment amount is
generally permitted to be waived by the applicable Adviser. In most circumstances, investors in
the Funds must meet certain suitability and net worth qualifications prior to making an investment.
Generally, investors must be “accredited investors” as defined under Regulation D of the Securities
Act of 1933, and either (i) “qualified purchasers” or “knowledgeable employees” as defined under
the Investment Company Act of 1940, as amended or (ii) “qualified clients” as that term is defined
under Rule 205-3 of the Investment Advisers Act of 1940, as amended.