Continuim Equity Partners LP

5 “Fees and Compensation”) in connection with Fund investments, it expects to be subject to a
potential conflict of interest in connection with approving transactions and setting such
compensation. In many cases, Supplemental Fees are based on enterprise value or other metrics
relating to a portfolio company, but also have the potential to be charged on a flat-fee basis or
based on another metric, and there can be no assurance that the amount of Supplemental Fees
charged will be proportional to the amount of hours of work performed or tangible work product
generated on behalf of the portfolio company. Additionally, Continuim, its personnel, affiliates or
others designated by Continuim expect to receive compensation in the form of portfolio company
securities. To the extent any such securities are received, after any applicable offset provisions in
the Governing Documents are applied, Continuim and/or such other recipients will be permitted
to retain such securities, and in doing so will be subject to potential conflicts of interest in
determining whether to sell such securities (subject to restrictions imposed by the portfolio
company and/or Continuim) or retain such securities for a period consistent with their own
financial and investment objectives, which may differ from those of the relevant Fund. In addition,
because portfolio company securities typically represent newly issued incentive equity (whether
in the form of common stock, warrants or options to buy common stock, or similar instruments),
the receipt of compensation in the form of securities typically has the result of diluting a Fund’s
relative ownership of the portfolio company awarding such compensation.

        In certain circumstances, such as those relating to short- or long-term portfolio company
cash or liquidity needs, and regardless of whether the portfolio company is undergoing financial
stress, Continuim reserves the right to accrue, defer or forego payments of Supplemental Fees. In
such cases, in accordance with the Governing Documents, investors will not receive the benefit of
Management Fee offsets with respect to such amounts until they are actually received. Even in
circumstances where Supplemental Fees would be completely offset against Management Fees

under the Governing Documents, Continuim’s receipt of Supplemental Fees when due from
portfolio companies provides a benefit to Continuim in that it generally results in earlier
availability of such amounts relative to Management Fee due dates. In accordance with the
Governing Documents, investors will not receive interest or other compensation for the time period
between Supplemental Fee receipt and the later date of offset of the relevant amounts (if any)
against the relevant Management Fees.

        Continuim will have potential conflicts of interest in determining the amount and timing
of distributions to limited partners and/or the relevant Fund(s), and regarding the timing in which
such distribution is made. As a general matter, to the extent reserve amounts are held in cash by a
Fund, intermediate entity or portfolio company, such amounts will not accrue a preferred return
under the relevant Fund’s carried interest arrangements unless and until they are used to make an
investment or pay expenses or other liabilities. To the extent these amounts do not accrue a
preferred return, or are not reflected in the relevant Fund’s performance figures, Continuim expects
to have incentives to continue to hold the amounts for extended periods.

        Continuim and/or its affiliates reserve the right to enter into Side Letters with certain
investors in a Fund providing such investors with different or preferential rights or terms,
including, but not limited to, different fee structures or arrangements (including discounted or
rebated compensation terms, modified waterfall mechanics and/or receipt of a portion of
Continuim compensation), information rights, specialized reporting, priority co-investment rights
or targeted co-investment amounts, rights to serve on the Fund’s advisory committee, liquidity or
transfer rights, confidentiality protections and disclosure rights, modification of default remedies,
as well as economic, procedural and other terms, many of which will not be subject to the “most-
favored nation” provisions of a Fund’s Governing Documents.

         Continuim is likely to have its own economic and/or other business incentives to provide
certain terms to certain limited partners, e.g., based on commitment amount to a Fund or the
timing thereof, the ability of a limited partner to provide sourcing or other services to Continuim,
its affiliates and personnel or the Funds, or the potential to establish, recognize, strengthen or
cultivate relationships that have the potential to provide longer-term benefits to Continuim, its
affiliates and personnel, or the Funds. Further, Side Letters also are expected to relate to strategic
relationships under which an investor agrees to make Commitments to multiple Funds. Except in
the circumstances and on the timing required by Governing Documents, other investors will not
receive disclosure of Side Letters or related provisions, and as a general matter, the other investors
have no recourse against a Fund, Continuim, the relevant General Partner or any of their affiliates
in the event that certain investors have received additional and/or different rights and/or terms as
a result of such Side Letters. Side Letters subject Continuim to potential conflicts of interest,
including in circumstances where an investor’s right to serve on the relevant Fund’s advisory
committee results in the investor receiving additional information relative to other investors. To
the extent an investor is subject to statutory or other limitations on indemnification, or otherwise
negotiates rights relating thereto, other investors are expected to be subject to increased losses, or
...

ITEM 7         TYPES OF CLIENTS

        The Investment Advisers provide investment advice solely to Fund clients, and references
throughout this Brochure to “clients” and to Continuim’s related duties to and practices on behalf
of its clients and/or investors should be construed accordingly. The Funds generally include
investment partnerships or other investment entities formed under U.S. or non-U.S. 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, 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, Principals or other personnel of Continuim and its affiliates and members of their
families, Special Consultants or other Service Providers retained by Continuim or a Fund, as well
as executives of portfolio companies.

        The relevant General Partner also generally is permitted to establish Funds that are
alternative investment vehicles in order to permit certain 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.

        Fund II generally has a minimum investment amount of $5 million for third-party investors.
In most circumstances, investors in the Funds must meet certain suitability and net worth
qualifications prior to making an investment in the Funds. Generally, Fund interests are offered
and sold solely to (i) “accredited investors” as defined under Regulation D promulgated under the
U.S. Securities Act of 1933, as amended and the rules and regulations promulgated thereunder
(“Securities Act”), (ii) “qualified clients” as defined under the Advisers Act and/or (ii) either
“qualified purchasers” or “knowledgeable employees” as defined under the Investment Company
Act. Continuim generally is permitted to waive such minimum investment amount and
qualification requirements.