Vortus Investment Advisors LLC

Item 5 - Fees and Compensation

A. Below is a discussion of how the Adviser is compensated in connection with providing
   advisory services to the Funds. The Adviser may enter into different fee arrangements on
   a Fund-by-Fund basis.

    The Adviser generally receives annual fees from the Funds of generally up to 2% of capital
    commitments during the investment period (the “Management Fee”). However, the
    Management Fee may be reduced for certain investors in particular circumstances, as set forth
    in the Offering Documents for each respective Fund. This Management Fee is payable quarterly
    in advance by limited partners in the Funds. The Management Fee will cover all ordinary
    administrative and overhead expenses of the Adviser, including salaries, rent and office
    equipment. The precise amount of, and the manner and calculation of, the Management Fees for
    each Fund is governed and disclosed in the Offering Documents.

    In terms of performance-based fees, 20% of the Funds’ net investment proceeds are allocated
    to the capital account of an affiliate of the Adviser as “carried interest.” However, the carried
    interest may be reduced for certain investors in particular circumstances, as set forth in the
    Offering Documents for each respective Fund. Carried interest will be subject to certain
    adjustments and reserves as stated in more detail in each Fund’s Offering Documents.

B. The Adviser and its affiliates directly deduct all applicable fees from the Funds’ assets.
   Management Fees are typically funded with capital contributions drawn for such purpose, but
   are also permitted to be funded with, or withheld from, proceeds from investments. Carried
   interest distributions generally will be distributed to the Adviser’s affiliate from time to time
   upon the disposition of investments by a Fund and are distributed to such affiliate in accordance
   with the terms of the Offering Documents.

C. As stated above, the Management Fee will cover ordinary administrative and overhead
   expenses, including salaries, rent and office equipment.

    In connection with the portfolio investments of the Funds, various “transaction fees” may be
    paid to the Adviser by the target companies or other third parties. 100% of all “transaction fees”
    earned by the Adviser or its affiliates allocable to the respective Funds will be applied to reduce
    the respective calculated Management Fee. If multiple Funds participate in a portfolio
    investment from which the Adviser receives “transaction fees,” the Management Fees charged
    to the respective Funds will be offset on the basis of capital committed or to be committed by
    each Fund to such portfolio investment or proposed portfolio investment. Transaction fees
    include any fees received by the Adviser or its affiliates in connection with the consummation
    or disposition of an investment attributable to the Funds and/or any fees received from a
    portfolio company, such as monitoring fees, commitment fees, investment banking fees,
    portfolio company management fees, directors’ fees and similar fees, but excluding any fees
    earned in respect of co-investment or similar vehicles. If the amount of the fees applied to
    reduce the Management Fees exceeds the amount of Management Fees due in any quarter, the
    Adviser shall continue to apply the remaining portion of such fees against the Management
    Fees for each succeeding quarter until the full amount of the fees have been so applied. If any
    excess fees remain at the termination or dissolution of the Funds, such excess shall be
    distributed pro rata to the limited partners (other than to any limited partner that elects in writing
    upon or prior to admission not to receive such excess).

    As set forth in detail in each Fund’s limited partnership agreement, the Adviser and the Funds’

general partners are entitled to be reimbursed for expenses that are required to be borne by each
of the Funds and incurred in connection with operating such Fund. Those expenses generally
include: (i) all fees, costs and expenses incurred in connection with the Funds’ operations,
including, without limitation, all expenses incurred with the investigation, purchase, holding,
sale or proposed sale of any Funds’ investments (whether or not consummated) including,
without limitation, due diligence expenses, research expenses (including proprietary and third-
party software development and licensing expenses), finders’ fees, private placement fees,
broken deal expenses in respect of the entirety of any unconsummated co-investment
transactions, all travel-related expenses (including, where appropriate, meal expenses) or
ground transportation (including car service), and all unreimbursed third party out-of-pocket
costs and expenses of custodians, paying agents, registrars, counsel, regulatory compliance
consultants, independent accountants, administrators, and others, unless such costs or expenses
are paid for by the proposed portfolio investment; (ii) all costs incurred in connection with the
preparation of or relating to financial statements and reports, tax returns, Schedule K-1’s (or
similar schedules) and any other communications made to the partners; (iii) all costs related to
litigation involving the Funds, directly or indirectly, including, without limitation, reasonable
attorneys’ fees incurred in connection therewith; (iv) all costs related to the Funds’
indemnification or contribution obligations set forth in the partnership agreements; (v)
Management Fees; (vi) placement fees (as described in the partnership agreements, including
subject to offset as set forth in the partnership agreements); (vii) the costs of any litigation,
director and officer liability or other insurance and indemnification or extraordinary expense
or liability relating to the affairs of the funds or any related person (as defined in the partnership
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Item 7 - Types of Clients

Currently, the Adviser provides investment advisory services solely with respect to affiliated private
pooled investment vehicles on a discretionary basis.