InTandem Capital Partners LP

ITEM 5.   FEES AND COMPENSATION

 A. The fees applicable to the Investors are set forth in detail in the Offering Documents. The information
    provided in this Item 5 is qualified in its entirety by reference to the applicable Fund’s Offering Documents.

    The ICP Funds
    Generally, the Firm is entitled to a fee for investment management services (a “Management Fee”) from
    the Investors of the ICP Funds. The Manager can earn a performance-based fee (i.e., Carried Interest (as
    defined below)) after the Investors have received an amount equal to their aggregate capital contributions
    and a preferred rate of return on their investment.

    The specific terms of the Funds’ Management Fee arrangement are established by InTandem and may be
    negotiated with Investors in the applicable Fund, and the amount of and manner and calculation of
    Management Fees are set forth in the Offering Documents. The Firm generally charges a Management Fee
    with respect to the Funds, payable quarterly in advance, of up to 2.0% annually, of Investor commitments
    during the investment period and/or until the occurrence of certain other events as described in the
    applicable Offering Documents, as further disclosed in the Offering Documents. After the investment
    period and/or upon the occurrence of certain other events as described in the applicable Offering
    Documents, until the completion of dissolution, winding up and/or termination of a Fund, the Management
    Fee with respect to such Fund will be up to 2.0% of either (A) the difference between (i) the aggregate
    cost basis of all Portfolio Company investments then held by the Funds, minus (ii) the aggregate cost basis
    of all such Portfolio Company investments that are reflected on the Fund’s books as having no realizable
    value and for which the Firm has ceased to provide a material amount of management related activities,
    as further described in the applicable Offering Documents, or (B) an amount equal to the aggregate
    investment contributions made by non-affiliated Fund investors with respect to investments that have not
    been disposed of or completely written-off for U.S. federal income tax purposes, as further described in
    the applicable Offering Documents, as applicable. The Firm may, at its discretion, waive or reduce such
    fees for certain Investors.

    As is generally the case in private equity funds, the relevant Offering Documents provide that an ICP
    Fund’s Management Fees will be calculated and charged on a basis that generally is not tied to the Fund’s
    then-current net asset value. As further specified in the relevant Offering Documents, from the effective
    date or the initial closing date of the relevant Fund until a date specified in the Offering Documents
    (generally representing the earlier of the end of the Fund’s defined investment period, the date the relevant
    General Partner (or an affiliate thereof) first begins receiving or accruing management fees from another
    Fund meeting certain criteria and/or upon the occurrence of certain other events as described in the
    applicable Offering Documents) (the “Stepdown Date”), Management Fees generally will be charged
    based on a formula tied to the amount of the relevant Fund’s aggregate commitments. Further, after the
    Stepdown Date, Management Fees generally will be charged and calculated based on a formula tied to
    either (i) the amount of investment contributions (including, where applicable, an ICP Fund borrowing
    component and the amount of any capitalized Fee Income (as defined below) or expenses (including
    interest expenses), including the costs of Operating Partners and Senior Advisors) made by the relevant
    ICP Fund that have not been disposed of or completely written off for U.S. federal income tax purposes
    or (ii) the difference between (A) the aggregate cost basis of all Portfolio Company investments then held
    by the relevant ICP Fund, minus (B) the aggregate cost basis of all such Portfolio Company investments
    that are reflected on such Fund’s books as having no realizable value and for which the Firm has ceased
    to provide a material amount of management related activities, as applicable, in each case as further
    described in the relevant Fund’s Offering Documents (any such investments that have been (i) disposed
    of or completely written off for U.S. federal income tax purposes or (ii) are reflected on an ICP Fund’s
    books as having no realizable value and for which the Firm has ceased to provide a material amount of
    management related activities are “Impaired Value Investments”). Due to differences in the criteria set
    forth in their respective Offering 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 Offering Documents but not those of one or more other Funds.

Under the relevant Offering Documents, where the fair market value of an investment exceeds the total
amount of investment contributions or cost basis relating to such investment, as applicable, post-Stepdown
Date 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 or cost basis, as applicable.
Conversely, unless otherwise provided in the relevant Offering Documents, where there has been a write
down, partial distribution, partial write-down, partial sale or disposition, recapitalization (including
recapitalizations involving dividends), decrease (including a significant decrease) in fair value or other
event not constituting a complete realization, such as a reorganization, roll-over investment in connection
with a sale or dividend distribution of an investment (except in the case of investments meeting the relevant
...

ITEM 7.    TYPES OF CLIENTS

 As further described in Item 4 of this Brochure, the Firm currently provides investment advice to the Funds,
 which are private pooled investment vehicles exempt from registration under the Investment Company Act.

     •    ICP, ICP II, ICO, ICP III, PHS, ITC Co-Invest, Stork, Infusion, TAMF, HouseWorks, Ortho,
          Healthfuse, Infusion II and Bronco are limited to individuals and entities that meet the criteria of
          “accredited investors” and “qualified purchasers,” and
     •    ITC is limited to individuals and entities that at least meet the criteria of “accredited investors”.

 Prospective Investors should refer to the Offering Documents for complete information on minimum
 investment requirements for participation. InTandem will require a minimum capital commitment for each
 pooled investment vehicle. However, InTandem maintains discretion (and has in the past exercised such
 discretion) to individually waive, increase or reduce the minimum investment required.