Wind Point Advisors LLC

ITEM 5 FEES AND COMPENSATION

       The following is a general description of fees, compensation, and expenses of the Funds.
Differences exist from Fund to Fund, and certain Funds do not charge certain fees, compensation,
or expenses that other Funds charge. The Partnership Agreements of the Funds describe fees,
compensation and expenses in greater detail.

Management Fees

        With respect to the Funds, each Fund’s General Partner generally receives an annual
management fee (the “Management Fee”) and a carried interest in connection with advisory
services, although certain Funds may not charge a Management Fee and/or carried interest. The
General Partners or their affiliates may receive additional compensation in connection with
management and other services performed for certain portfolio companies of the Funds and such
additional compensation may offset in whole or in part the Management Fees otherwise payable
to the applicable General Partner. Investors in the Funds also bear certain expenses with respect to
their investment in the Funds.

        Each Fund generally pays a Management Fee equal to 2.00% of investor capital
commitments to the Fund during the commitment period (generally, five or six years from the
Fund’s effective date), and 1.75% of net invested capital beginning when the commitment period
ends or a successor Fund begins operations. The Management Fee generally will be payable by a
Fund until the earliest of the date all portfolio investments are disposed of and the proceeds are
distributed, the tenth anniversary of a Fund’s effective date and the date a General Partner’s
relationship with the applicable Fund is terminated for other reasons (as described in the
Partnership Agreement). Continuation vehicles sponsored by the Managers pay varying
Management Fee rates as set forth in their respective Governing Documents.

         Under the Governing Documents, the Management Fee 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, the Management Fee will initially generally be charged based on a
formula tied to the amount of the relevant Fund’s aggregate commitments. However, after a certain
date specified in the relevant Partnership Agreement (the “Stepdown Date”), a Fund’s
Management Fee generally will be charged and calculated based on a formula tied to the amount
of contributed capital (including, where applicable, a Fund borrowing component (including
interest expenses) and the amount of any capitalized expenses) or the cost basis of investments
made by the relevant Fund relating to the Fund’s aggregate investments that have not been realized
or permanently written down (such investments, “Impaired Value Investments”). Due to
differences in the criteria set forth in their respective Governing Documents, in the event where
more than one Fund participates in an investment, there is the possibility that an investment will
become an Impaired Value Investment for purposes of one Fund’s Governing Documents but not
those of one or more other Funds. Under the Governing Documents, where the fair market value
of an investment exceeds the total amount of investment contributions relating to such investment,
after a certain date specified in the relevant Partnership Agreement, the Management Fees will not
be calculated based upon such appreciated value, and will instead continue to be calculated based
on the amount of applicable investment contributions. Conversely, 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, except in the case of investments meeting the relevant Impaired Value Investment
standard under the Governing Documents. For the avoidance of doubt, following the certain date
specified in the relevant Partnership Agreement, if the fair market value of an Impaired Value
Investment is less than the total amount of investment contributions relating to such Impaired

Value Investment, then the amount of Management Fees otherwise payable relating to such
investment will be reduced solely based on the ratio of the fair market value of each relevant
remaining investment(s) as compared against the amount of total investment contributions relating
to such investment(s) as of the date of the relevant event.

         As a result, 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, 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
investments in the relevant portfolio company, whether in whole or in part, in each case in
circumstances that do not result in the complete disposition of the relevant Fund’s interest therein,
and 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. In many circumstances, the post-Stepdown Date Management Fee base will include
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ITEM 7 TYPES OF CLIENTS

         The Managers provide investment advice to the Funds. The Funds are 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 (the
“Investment Company Act”). The investors participating in the Funds generally include
individuals, banks or thrift institutions, other investment entities, pension and profit-sharing plans,
trusts, estates or charitable organizations or other corporations or business entities and, directly or
indirectly, principals of the applicable General Partner (the “Principals”) or other employees of
Wind Point Advisors and its affiliates. In some cases, other service professionals (e.g., outside
counsel) also invest in the Funds.

        The Funds generally have a minimum investment of $5 million for third-party investors,
although individual commitments of lesser amounts may be accepted at the discretion of the
applicable General Partner. Generally, investors must be “accredited investors” as defined under
Regulation D of the Securities Act of 1933, as amended, and may also be required to be either
“qualified purchasers” or “knowledgeable employees” as defined under the Investment Company
Act.