Edison Partners Management LLC

Item 5 – Fees and Compensation
5.A Adviser Compensation
Edison is compensated through various combinations of a percentage of assets under management,
performance-based fees, and/or fixed fees. Such fees are disclosed in the limited partnership
agreements for such Funds that are reviewed and executed by each limited partner in each Fund
(each, a “Limited Partner”). Such fees are currently not negotiable.

5.B Direct Billing of Advisory Fees
Management fees are deducted in advance on a quarterly basis. Management fees are based upon a
percentage of assets under management or a fixed fee as disclosed in each Fund’s limited partnership
agreement. Management fees based on a percentage of assets under management are based upon a
formula and subject to certain reductions, but management fees payable in connection with existing
Funds do not exceed 2% of commitments, as described in each applicable Fund’s limited partnership

agreement. In addition, performance fees in the form of carried interest are paid to the General Partner
of each existing Edison Fund, an affiliate of Edison (each “General Partner”), through a waterfall
provision after each partner has been returned all capital contributions and received an annual
preferred return compounded annually. Management fees are prorated for any period that is less than
a full period.

5.C Other Fees and Expenses
For the Funds, to the extent possible, third party costs related to portfolio investments are charged to
portfolio investments. The Funds shall be responsible for, or reimburse, Edison or the General Partner
as applicable for all out-of-pocket expenses incurred by the Funds, Edison or the General Partner in
connection with, but not limited to, (a) the organization of the Fund and General Partner and the
offering of interests to the Limited Partners (including, without limitation, fees and disbursements of
attorneys and other professionals) and related organizational expenses; (b) fees and expenses of
custodians, counsel, banks, tax advisors, auditors, administrators, consultants, compliance firms,
information technology providers, depositaries and accountants and other similar advisors; (c) costs
and expenses incurred in identifying, evaluating, arranging, negotiating, structuring, trading or
settling any transaction contemplated for investment by the Fund, including buying and selling any
portfolio investments (regardless of whether such transaction is subsequently consummated),
including, without limitation, any travel, legal, tax and accounting expenses in connection therewith;
(d) the out of-pocket costs, fees and expenses of monitoring, holding, valuing or selling portfolio
investments, including record-keeping expenses; (e) out-of-pocket costs of reporting to the Limited
Partners (including the cost of technology and/or software necessary to generate such reports), tax
returns and Schedule K-1s and of any meetings of Limited Partners, and of any meeting of the
investor advisory board, including costs of legal counsel retained by the investor advisory board as
authorized in accordance with Fund documents; (f) any taxes, fees or other governmental charges
levied against the Fund or on its income or assets or in connection with its business or operations;
(g) insurance; (h) costs of any audit, investigation, proceedings, litigation and threatened litigation;
(i) indemnification obligations; (j) liquidation expenses, including the costs and expenses of any
liquidating trustee; (k) capital payments, interest and other expenses in respect of indebtedness for
borrowed money; (l) extraordinary expenses, including fees and expenses associated with any tax or
other audit, investigation, proceeding, regulatory matter, settlement or review of the Fund; (m) costs
and expenses related to the Fund’s compliance with applicable laws; and (n) all other costs and
expenses properly chargeable to the activities of the Fund, as described in the applicable Limited
Partnership Agreement. Certain fees and expenses may be subject to limitations set forth in the
applicable Fund’s Limited Partnership Agreement.

Edison may also be paid monitoring and management fees by certain portfolio companies of the
Funds; provided that such portfolio company compensation is typically applied against the
management fee otherwise payable to the General Partner or Edison, as described in the relevant
Fund documents.

Please refer to Item 12 for more information on Brokerage Practices.

5.D Fees in Advance
Management fees are paid quarterly in advance. Edison offers pro rata refunds to the Funds and
thus indirectly to any Limited Partners, for any unearned management fees paid in advance.

5.E Securities Compensation
As permitted by the Fund offering documents, Edison receives transaction fees and / or break-up
fees, and in certain instances such fees, or a portion thereof, shall be applied against the management
fee. This presents a conflict of interest and gives Edison an incentive to recommend investments
based on the compensation received rather than on the Fund’s needs. Edison only recommends
investments when Edison believes it is in the best interest of the Fund and consistent with the Fund’s
investment objectives. Additional details regarding such fees are available in the relevant limited
partnership agreement of the Fund.

Item 7 – Types of Clients
Edison currently provides investment advisory services on a discretionary basis to private pooled
investment vehicles.

The Funds currently have minimum investment requirements for Limited Partners, that vary from
$50,000 to $1,000,000. The minimum capital commitment in a Private Fund managed by Edison is
disclosed in the Fund’s offering documents, subject to reduction at the sole discretion of the General
Partner of the Private Fund. Limited Partners are also required to meet certain suitability
requirements applicable for each Fund, such as being an “Accredited Investor”, a “Qualified Client”
and/or a “Qualified Purchaser” as defined under federal laws.