Edgewater Capital Management LLC

Item 5 – Fees and Compensation

A.    Describe how you are compensated for your advisory services. Provide your fee
schedule. Disclose whether the fees are negotiable.

ECM and its affiliated General Partners receive fees and compensation in exchange for advisory
services provided to the Funds, including management fees, carried interest, additional compensation
in connection with management services performed for the portfolio companies of the Funds and
reimbursements from portfolio companies for certain expenses advanced on their behalf. The Funds
are also responsible for bearing certain expenses as detailed below and in each Fund’s Governing
Documents. Differences exist from Fund to Fund and certain Funds do not charge certain fees,
compensation or expenses that other Funds charge, or charge them in different amounts. The
following is a general description of fees and compensation of the Funds. Investors should refer to
the Governing Documents of the applicable Fund for a complete understanding of how ECM is
compensated for its advisory services; the information contained herein is a summary only and is
qualified in its entirety by such documents.

Management Fees

ECM charges each Fund a management fee (the “Management Fee”) that generally ranges from 2.0%
to 2.5% per annum of capital, calculated on either committed or invested capital, depending on the
life-stage of the applicable Fund. Specifically, Management Fees are initially charged based on the
amount of aggregate capital commitments during the time when a Fund is making investments;
thereafter, the Management Fee steps down to the amount of invested capital, calculated as the
amount of aggregate capital contributions made to fund all investments less the portion of all such
capital contributions attributable to realized investments. Management Fees are generally subject to
reduction following the end of the period of time during which each Fund is making investments and
a further reduction if ECM or its affiliates raise a successor fund.

The amount of Management Fees generally will not correspond with fluctuations in the net asset value
of individual investments, aggregate investments in a portfolio company or of a Fund, including
following the stepdown date, and will not be reduced in connection with any write-downs, except in
the case of investments that have been permanently written-off. Permanent write-down
determinations are made in the discretion of the valuation committee in accordance with the relevant
Governing Documents and the Firm’s valuation policy. Except where the Governing Documents
expressly provide to the contrary, Management Fees generally will not be reimbursed or refunded
under the Governing Documents in the event of realizations, dispositions or partial write-downs that
occur partway through the relevant calculation period. Further, where there has been a permanent
write-down of a Fund’s investment and the fair market value of the investment following such event
exceeds the total amount of the Fund’s investment contributions relating to the investment, the
Governing Documents do not require Management Fees after the stepdown date to be reduced. In
most circumstances, the post step-down Management Fee base will include capitalized transaction-
specific fees and expenses of unrealized investments, including transaction fees charged by ECM in
connection with the investment, which poses a conflict of interest in that the inclusion of such fees
and expenses result in a higher Management Fee than if such transaction fees and expenses were not
capitalized into the asset base. Management Fees are payable during term extensions unless otherwise
notified to investors.

The General Partners are permitted, in their sole discretion, to reduce or waive all or a portion of the
Management Fee. For example, Management Fees are generally waived for ECM employees who
invest in a Fund through a Fund’s General Partner (although these investors generally pay their pro
rata share of certain Fund expenses). All Management Fees are negotiated with a Fund’s investors
during the fundraising period of the applicable Fund and are not subject to negotiation thereafter.

Management Fees will generally be reduced by, as applicable: (i) the amount of fees paid by a Fund
to entities or persons acting as a placement agent in connection with the offer and sale of interests in
such Fund; (ii) costs incurred by ECM in connection with the organization of a Fund that exceed a
limit as specified in such Fund’s Governing Documents; and (iii) certain supplemental fees and
compensation with respect to portfolio companies, including transaction, monitoring, advisory,

investment banking, directors, break-up or other similar fees (including cash and non-cash fees with
any options, warrants or similar rights valued as of the earlier of the exercise date thereof or the
liquidation of a Fund) (together, “Portfolio Fees”). Once an annual allocation of such Portfolio Fees
has been exceeded, all such Portfolio Fees received in excess of that amount are offset in whole or in
part, depending on the Fund, against the Management Fee, net of any expenses incurred in connection
with generating such fees.

For clarity, the following fees or expenses do not offset Management Fees, in each case as applicable:
(i) any fees or compensation received by or on behalf of non-ECM employees, including Executive
Partners; (ii) reimbursements from a portfolio company, including reimbursements for any ECM
employee who is seconded to a portfolio company; (iii) profits interests paid to an ECM employee
who is seconded to a portfolio company, regardless of when the interests or amounts crystalize or
vest; (iv) fees or compensation borne by a Fund; (v) broken deal expenses; (vi) profits interests or
compensation to an affiliate that was entered into prior to such person becoming an affiliate of ECM,
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Item 7 – Types of Clients

Describe the types of clients to whom you generally provide investment advice, such as
individuals, trusts, investment companies, or pension plans. If you have any requirements
for opening or maintaining an account, such as a minimum account size, disclose the
requirements.

ECM provides investment advice to its Funds, which are exempt from registration under the
Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder
(“Investment Company Act”). The Funds rely on different exemptions from the Investment
Company Act, but will limit their respective investors to: (i) “accredited investors” as defined in the
Securities Act of 1933, as amended (the “Securities Act”), and either (ii) “qualified purchasers” or
“knowledgeable employees,” each as defined in the Investment Company Act, or (iii) if applicable,
“qualified clients,” as defined in the Advisers Act. Investors in the Funds must also meet certain other
suitability qualifications prior to making an investment in the Funds. The Funds are not registered or
required to be registered under the Investment Company Act; are not made available to the general
public; their securities are not registered or required to be registered under the Securities Act; and are
privately placed to qualified investors. Qualified investors include individuals or entities to which
Fund interests are permitted to be sold, which generally includes (i) in the United States, people or
organizations who meet certain net worth, income and/or financial sophistication requirements as
described above or (ii) in other countries, as permitted by the relevant securities laws in such
jurisdiction and in compliance with any foreign offering provisions applicable to ECM and/or the
Funds. The Funds typically require capital commitments from each investor of at least $5 to $10
million, depending on the Fund as well as other factors, such as whether the investor has invested in
prior ECM Funds; despite these minimum commitment amounts, the applicable Fund’s General
Partner has, in its sole discretion, accepted lesser amounts.

The investors participating in the Funds include individuals, other investment entities, university
endowments, family offices, pension and profit-sharing plans, trusts, estates or charitable
organizations, corporations, limited partnerships, limited liability companies or other business entities,
Executive Partners or other service providers retained by ECM, and typically include, directly or
indirectly, principals or other employees of ECM and its affiliates and members of their families.

ECM will generally pursue all appropriate investment opportunities through its Fund vehicles, subject
to certain limited exceptions. However, from time to time, ECM generates co-investment
opportunities if ECM determines that (i) an investment requires additional capital in order to complete
a portfolio company transaction, (ii) all or a portion of an applicable opportunity to invest in an
existing or prospective portfolio company is not required to be offered to a Fund, (iii) the full
investment opportunity is not appropriate for a Fund, whether due to concentration restrictions
contained in the Fund’s Governing Documents or otherwise, (iv) ECM believes the Fund will benefit
from the participation of the co-investor(s) or (v) as required by a lender as part of making a loan to
the investment. Such determinations are based on the provisions of the applicable Governing
Documents, side letter agreements and such other factors as ECM will consider in its sole discretion,
including those specified from time to time in its policies on investment allocation and co-investments.
Subject to any restrictions contained in the Governing Documents of the relevant Fund or any side
letter or other terms negotiated with respect to such Fund, in general no investor has a right to
participate in any co-investment opportunity. ECM’s exercise of discretion in allocating co-
investment opportunities often will not always result in proportional allocations among co-investors
and such allocations can be more or less advantageous to some co-investors relative to other co-
investors. When co-investment opportunities are permitted, it is possible that the size of the
investment opportunity otherwise available to ECM’s Fund(s) will be less than it would otherwise
have been without the inclusion of such co-investors.

ECM will select the investors that are permitted to co-invest in a particular portfolio company in its
sole discretion based on various factors, including those detailed in its Governing Documents and as
outlined in its internal policies and procedures. While one or more investors in the Funds are on
occasion invited to co-invest in a Fund’s portfolio companies, ECM is authorized in its sole discretion
to offer any or all of a co-investment opportunity to investors that are not investors in the Funds.
Opportunities to invest in a portfolio company are made available to select Fund investors and third
parties, including, without limitation, management or founders of the applicable portfolio company,
strategic investors, lenders, deal sources (including finders and consultants), Executive Partners, other
sponsors (including other private equity or venture capital firms), service providers, other persons or
entities affiliated, associated or otherwise known to ECM or its personnel and unrelated third parties.
Certain service providers, including lenders and individuals who source transactions, have in the past
and are expected in the future to negotiate co-investment rights or co-investment priority rights as a
component of their compensation in connection with the services provided. In certain cases,
determinations to allocate such amounts or investment opportunities to vendors or service providers

will be made prior to the determination of the availability of opportunity for other co-investors, and
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