Hudson Hill Capital Management LLC

FEES AND COMPENSATION

Management Fee

         With respect to certain future Funds, Hudson Hill expects to receive a management fee
(“Management Fee”) and a carried interest in connection with the provision of advisory services
to its clients. However, Hudson Hill does not receive a management fee from its current clients.
Hudson Hill or other Hudson Hill entities or affiliates receive additional compensation in
connection with management, consulting and other services performed for portfolio companies of
Funds and such additional compensation is not expected to offset in whole or in part the
Management Fees otherwise payable to Hudson Hill to the extent provided by the Governing
Documents. In addition, in certain circumstances Hudson Hill expects to receive compensation for
management and other services performed in connection with co-investments made in portfolio
companies of the Funds. Investors in a Fund also bear certain expenses.

        Additionally, as further described below and in the Governing Documents, it is Hudson
Hill’s practice to use or retain certain operating partners to provide services to (or with respect to)
certain portfolio companies in which one or more Funds invest. Such operating partners generally
receive compensation and other amounts described herein from the relevant portfolio companies
or Funds to which they provide services, but no such amounts are expected to offset or reduce the
Management Fee.

Carried Interest

        Hudson Hill will receive a carried interest with respect to certain Funds equal to 85% of all
realized profits subject to certain compound preferred returns, as more fully described in the
Governing Documents.

       It is expected that any future Funds will have a similar compensation structure.

Other Information

        Hudson Hill reserves the right to exempt certain “affiliated partner” investors in the Funds
from payment of all or a portion of Management Fees and/or carried interest, as applicable,
including Hudson Hill and any other person designated by Hudson Hill, such as “friends and
family” of Hudson Hill or its personnel, or other investors meeting certain qualification
requirements based on commitment size or other strategic or relationship factors. The relevant
General Partner reserves the right to make any such exemption from Management Fees and/or
carried interest by a direct exemption, a rebate by Hudson Hill and/or its affiliates, or through other

Funds which co-invest with a Fund. For example, in instances where a Hudson Hill professional
(or an affiliated entity thereof) invests in a Fund, such professional (or such affiliated entity)
generally will be exempt from payment of the Management Fee and/or carried interest with respect
to such Fund. Additionally, to the extent permitted by the Governing Documents, certain General
Partners have the right to permit investors, affiliated with the General Partner or otherwise, to
invest through the relevant General Partner or other vehicles that do not bear Management Fees
and/or carried interest. In general, Management Fee offsets are expected to apply only with respect
to the Commitments of fee-paying investors. Hudson Hill retains flexibility to structure its
compensation from investors and expects in certain circumstances to agree to invoice an investor
directly for Management Fees or other compensation, rather than deducting such amounts from
the investor’s capital account(s).

        The Funds generally invest on a long-term basis. Accordingly, investment advisory and
other fees are expected to be paid, except as otherwise described in the Governing Documents,
over the term of the relevant Fund, and investors generally are not permitted to withdraw or redeem
interests in the Funds.

       Principals or other current or former employees of Hudson Hill generally receive salaries
and other compensation derived from, and in certain cases, potentially including a portion of, the
Management Fee, carried interest or other compensation received by Hudson Hill or its affiliates.

         In addition to any Management Fee and carried interest payable to Hudson Hill, each Fund
bears certain expenses. As set forth more fully in the Governing Documents, a Fund will pay, or
reimburse the relevant General Partner for, all fees, costs, expenses, liabilities and obligations
relating to such Fund (and its subsidiaries’ and intermediate entities’) activities, business, portfolio
companies or actual or potential investments (to the extent not borne or reimbursed by a portfolio
company or potential portfolio company), including all fees, costs, expenses, liabilities and
obligations relating or attributable to: (i) activities with respect to the structuring, organizing,
negotiating, consummating, financing, refinancing, acquiring, bidding on, owning, managing,
monitoring, operating, holding, hedging, restructuring, trading, taking public or private, selling,
valuing, winding up, liquidating, or otherwise disposing of, as applicable, the Fund’s portfolio
companies and its actual and potential investments (including follow-on investments) or seeking
to do any of the foregoing (including any associated legal, financing, commitment, transaction or
other fees and expenses payable to attorneys, accountants, investment bankers, lenders, third-party
diligence software and service providers, consultants and similar professionals in connection
therewith and any fees and expenses related to transactions that may have been offered to co-
investors), whether or not any contemplated transaction or project is consummated and whether or
not such activities are successful; (ii) indebtedness of, or guarantees made by, the Fund, the
relevant General Partner or any “affiliated partner” on behalf of such Fund (including any credit
facility, letter of credit or similar credit support), including interest with respect thereto, or seeking
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TYPES OF CLIENTS

        Hudson Hill provides investment advice solely to its Fund clients, and references
throughout this Brochure to “clients” and to Hudson Hill’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 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 from time to time include, directly or indirectly, principals or other employees of
Hudson Hill and its affiliates and members of their families, operating partners or other service
providers retained by Hudson Hill, as well as executives of portfolio companies.

       The relevant General Partner also generally is permitted from time to time 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 related Fund.

       The Funds generally have a minimum investment amount of $50,000 for third-party
investors, and Fund interests are offered and sold solely to accredited investors (or qualified
knowledgeable Hudson Hill personnel). Hudson Hill generally is permitted to waive such
minimum investment amount, but generally will not permit an amount less than $100,000 (or other
amounts as specified by Cayman Islands law).

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Hudson Hill is a private investment firm focused on leveraged buyouts, equity, debt and
other investments in market-leading companies believed to benefit from Hudson Hill’s in-house
operating professionals and experience. Hudson Hill’s investment advisory services consist of
identifying and evaluating investment opportunities, negotiating investments, managing and
monitoring investments and achieving dispositions for investments. Investments are
predominantly of non-public companies, although investments in public companies are permitted.

      Hudson Hill’s investment strategy for the Funds focuses on the acquisition of controlling
and minority interests in companies that Hudson Hill believes have strong market positions or

franchise value. Hudson Hill generally invests in companies that it believes possess an advantaged
business model, in a large industry, and aligned with a founder-led management team that Hudson
Hill believes can grow for significant periods of time. Hudson Hill expects to focus on investments
that require equity capital of approximately $1 million to $250 million, although the required
capital may be greater or less than such amounts.

        Once an investment opportunity has been executed, Hudson Hill seeks to implement an
effective operating strategy to accelerate the growth of its portfolio companies by investing in four
key areas: human capital, technology, go-to-market, and M&A.

       There can be no assurance that Hudson Hill will achieve the investment objectives of any
Fund and a loss of investment is possible.

Investment and Operating Strategy

        Deal Sourcing and Due Diligence. Hudson Hill maintains a thematic approach towards
investing. Hudson Hill believes that large secular tailwinds help drive attractive investment returns
when combined with appropriate discretion and experience in identifying assets that can sustain
growth over a long period of time. Hudson Hill maintains relationships in the tech-enables services
industry – specifically software, financial services, and internet. Hudson Hill aims to identify
business models and founder-led management teams within these industries that possess the
potential to grow for long periods of time.

       Develop Strategic Plan. Hudson Hill typically deploys a consistent playbook in their
founder-led businesses by investing in four key areas: human capital, technology, go-to-market,
and M&A.

       Human Capital. In Hudson Hill’s experience, founder-led businesses tend to underinvest
in human capital. Hudson Hill seeks to help their entrepreneur partners fill out their executive and
middle management leadership teams to provide leverage around their core competencies.

       Technology. Hudson Hill believes that every business alive and thriving in a decade will
possess a strong technology focus at its core. Hudson Hill seeks to bring this focus to its portfolio
through significant investment in technology.

        Go-to-Market. Hudson Hill typically encounters businesses that seek a route to market
narrowly – typically in a way that resonates with the founding entrepreneurs. Hudson Hill seeks
to assist portfolio companies in expanding their go-to-market to new areas to unlock growth
opportunities.

       M&A. Hudson Hill believes both strategic and tuck-in acquisitions present an attractive
path towards growth for its portfolio companies. Hudson Hill typically seeks to invest in the
business early in its ownership to provide a solid foundation through which to facilitate M&A.

Risks of Investment

        Each Fund and its investors bear the risk of loss that Hudson Hill’s investment strategy
entails. The risks involved with Hudson Hill’s investment strategy and an investment in a Fund
include, but are not limited to:
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