Odyssey Investment Partners LLC

Item 5 – Fees and Compensation
Adviser Compensation

        Certain Funds pay the Adviser an annual management fee (the “Management
Fee”) in accordance with the Partnership Agreement and the Management Agreement of
each such Fund. The Management Fee is payable to the Adviser in quarterly installments
in advance, funded at times initially by borrowing at the Fund level, followed by
drawdowns of unfunded capital commitments of limited partners, or amounts withheld
from proceeds otherwise distributable to the limited partners, in each case in accordance
with the Primary Fund’s Partnership Agreement. The Management Fee is negotiated with
limited partners of each Primary Fund.

        The Management Fee is 2.0% of capital commitments of limited partners to the
Fund through the end of such Primary Fund’s investment period (or, for certain Funds, the
earlier of the end of such Primary Fund’s investment period and the date on which the
Adviser or its affiliates are entitled to receive Management Fees from a successor fund).
Thereafter, the Management Fee steps down to 1.75% of funded capital commitments that
remain invested in portfolio companies. Certain of the Funds (including a number of Co-
Investment Vehicles and Parallel Funds), however, pay no Management Fee pursuant to
their respective Partnership Agreements.

        The Management Fee calculated with respect to each limited partner is typically
subject to reduction for certain amounts, including: (a) contributions made by such
limited partner to the Fund to pay any placement fees paid or payable by the Fund (with
the result that placement fees are borne by the Adviser); (b) such limited partner’s pro
rata share of organizational expenses paid or payable by the Fund, to the extent they
exceed a specified amount set forth in the relevant Fund Documents; (c) such limited
partner’s pro rata share of a specified percentage (specified in the relevant Partnership
Agreement) of directors’ fees, transaction fees, certain brokerage expenses as discussed in
Item 12 below, advisory fees, monitoring fees and/or other types of “fee income” (“Fees”)
received by the Adviser or certain of its affiliates; and (d) contributions made by such
limited partner that were allocated to a Fund’s general partner in respect of such general
partner’s capital commitment to the Fund. At certain times and to the extent permissible

by the Partnership Agreements of the Funds, the Adviser may receive Fees from a
portfolio investment in connection with the activities performed on behalf of the Funds.
The transaction fees that the Adviser receives are agreed to with the applicable portfolio
company at the closing of a Fund’s investment in such portfolio company. To the extent
that there are co-investors that participate in a certain transaction that are not charged the
Management Fee, the Adviser may retain all of such transaction fees allocable to such co-
investors. For the avoidance of doubt, the Adviser receives the portion of the Fees not
deducted from the Management Fee.

       The Management Agreements of the Funds generally provide that, upon
termination of the Management Agreement, the Adviser shall repay to the Fund or to a
replacement manager, as directed by the Fund’s general partner, the unearned portion
(computed on the basis of the number of days elapsed), if any, of any Management Fees
previously paid to the Adviser.

       Item 6 below discusses the distribution of carried interest, an additional
performance-based compensation paid to certain related persons of the Adviser.

Allocation of Fees and Expenses

        Each Primary Fund and Parallel Fund (and indirectly its partners) also bear (to the
extent not reimbursed by a portfolio company) certain costs and expenses incurred by the
Adviser and/or its affiliates in connection with the operation and activities of the Fund.
These expenses include, but are not limited to: (a) expenses incurred in connection with
identifying, evaluating, structuring and negotiating proposed Fund investments (including
those that are not ultimately consummated by the Fund); (b) expenses related to the
acquisition, management, holding and sale of Fund investments; (c) legal, banking,
custodial, appraisal, auditing and accounting expenses incurred in the ordinary course of
conducting business on behalf of the Fund; (d) extraordinary expenses, including certain
costs and expenses related to litigation; (e) travel, accommodation and meal expenses in
connection with the foregoing; and (f) liability insurance premiums.

        Travel expenses described above include the use of private planes or non-
commercial charters, where the cost is justified by greater efficiency or security, cost, or
better access to destinations, as the Adviser determines is reasonably appropriate. In these
cases, the allocable cost of such arrangements are, where determined to be reasonably
appropriate, charged to the applicable Funds in accordance with the limitations contained
in the Partnership Agreements or the portfolio companies of the Funds.

        The Adviser and its personnel can be expected to receive certain intangible and/or
other benefits and/or perquisites arising or resulting from their activities on behalf of the
Funds and their portfolio companies. For example, airline travel or hotel stays incurred as
a Fund or account expenses typically result in cash rebates, “miles,” “points” or credit in
loyalty/status programs, and such benefits and/or amounts will exclusively benefit the
Adviser and/or such personnel even though the cost of the underlying service is borne by

the Funds. The value of such benefits and perquisites will neither be subject to an offset
against Management Fees payable to the Funds nor will otherwise be shared with the
Funds and/or portfolio companies.

        For the avoidance of doubt, the Funds’ potential investments may require
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Item 7 – Types of Clients

        As described in Item 4 above, the Adviser’s sole clients are the Funds. Limited
partners in Funds (other than Co-Investment Vehicles and Parallel Funds) are generally
required to make a minimum commitment of $10 million, but the applicable general
partner has the discretion to, and has previously, waived the minimum commitment in
certain circumstances. Limited partners in certain Co-Investment Vehicles and Parallel
Funds are generally not required to make any specific minimum commitment. Limited
partner interests in the Funds may be purchased only by investors that are (a) “accredited
investors,” as defined in Regulation D of the U.S. Securities Act of 1933, as amended (the
“Securities Act”); and (b) (other than with respect to certain Co-Investment Vehicles and
Parallel Funds) “qualified purchasers” as defined in Section 2(a)(51) of the Investment
Company Act of 1940, as amended.