OMNI Bridgeway Management USA LLC

Item 5. Fees and Compensation

The Advisers’ clients currently pay the Advisers quarterly management fees, and the Advisers or one or
more affiliates thereof in relation to Fund 4 and Fund 5, respectively, also receive performance-based
compensation. The amount of such compensation is set out in the applicable investment management
agreements between the relevant client and each of the Advisers and/or in the governing documents for the
LP Investor, as applicable. Fund 1 clients do not currently pay the Advisers any fees.

The amount of these fees was negotiated between the Advisers and their respective current clients and does
not reflect the fees or other costs that would be borne by other clients in the future. The types and amounts
of fees payable in respect of a client of an Adviser are set forth in an investment advisory agreement and/or
offering documents between the relevant Adviser and the applicable client and have been negotiated based
on a variety of factors, including, but not limited to, the size, composition and complexity of the client’s
account, length and nature of the Adviser’s relationship with the client, special services agreed upon with
the client or other factors deemed relevant by the applicable Adviser. As this brochure is intended to be
delivered solely to “qualified purchasers,” as such term is defined in Section 2(a)(51)(A) of the Investment
Company Act of 1940, the Advisers are not required to publish a fee schedule in this brochure.

Each Adviser’s management fees generally are paid out of the client’s current income and other proceeds
of the client’s investments managed by such Adviser and/or by capital contributions from the client pursuant
to draw down notices delivered by the applicable Adviser or its affiliates, or its or their designated service
provider.

The Advisers and/or certain affiliates thereof are also entitled to performance-based compensation from the
clients in each of the Funds, as described in “Performance-Based Compensation and Side-by-Side
Management” below.

Co-Investor Fees. Under certain circumstances, the Advisers and/or its and their affiliates may (or may
not) in its discretion: (i) receive performance-based compensation, management fees or other similar fees
from co-investors; and (ii) collect customary fees in connection with actual or contemplated portfolio
investments that are the subject of such co-investment arrangements. See “Types of Clients – Co-
Investments,” below. Co-investors bear and are charged their pro rata share of fees, costs and expenses
related to the discovery, investigation, development, acquisition or consummation, ownership,
maintenance, management, monitoring, hedging and disposition of their co-investments and generally are
required to pay their pro rata share of fees, costs and expenses related to their potential co-investments that
are not consummated, such as breakup fees or broken deal expenses, provided that such co-investors have
been identified at the time the potential co-investment opportunity ceases to be pursued.

Other Fees and Expenses. Clients incur other expenses in connection with the Advisers’ respective
advisory services. The investors of Fund 4 and Fund 5, Series I and II, bear legal, organizational, and
offering expenses in connection with the formation and initial offerings, which are borne indirectly by its

investors (subject to certain rights of set-off of those expenses against the management fee payable to the
applicable Adviser, as more fully described in the operative documents). Similar expenses are incurred by
the Transaction Vehicles and borne by their respective investors.

Clients generally pay all of their respective ordinary and extraordinary operating expenses, including their
proportionate share of any organizational or startup related expenses of the applicable Transaction Vehicles
through which the clients invest. The expenses borne by the Advisers’ clients are set out in detail in each
client’s investment advisory agreement with the applicable Adviser and/or the operating documents of the
Fund 4 and Fund 5 investors, and generally include: (i) all costs, expenses, liabilities and obligations
attributable to acquiring, holding and disposing of investments, including due diligence costs and expenses
and research expenses (whether or not the transaction related to a potential investment is consummated),
transactional fees and expenses (including, without limitation, legal fees and expenses) and the costs of any
independent accountants or other experts or consultants engaged by the applicable Adviser in connection
with specific investments; (ii) operational costs of the client, the client’s account and the Transaction
Vehicles in which it invests, such as legal, accounting, bookkeeping, auditing, consulting and other
professional expenses, administration, audit and tax preparation expenses, all taxes (if any), costs and
expenses related to regulatory compliance matters, fees payable to governments or agencies and fees and
expenses of third-party compliance consultants; (iii) the client’s and the applicable Transaction Vehicles’
pro rata portion of any insurance costs including, without limitation, directors and officers insurance, errors
and omissions insurance and any other insurance obtained by the applicable Adviser or its affiliates
designed to mitigate risks related to client investments; (iv) reasonable research-related travel expenses of
the applicable Adviser, including reasonable business-related stipends; (v) costs associated with the
preparation and conduct of litigation and administrative proceedings related to the implementation of the
client’s investment strategy; (vi) expenses of any administrative proceedings undertaken by the applicable
Adviser or its affiliates in its/their capacity as the “partnership representative” of a Transaction Vehicle;
(vii) expenses incurred in connection with the collection of monies owed to a client or Transaction Vehicle;
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Item 7. Types of Clients

The Advisers currently offer discretionary investment advisory services to insurance companies, charitable
organizations and other institutional investors, including private fund vehicles, in Fund 1, Fund 4, and Fund
5. In the future, the Advisers may determine to offer investment advisory services to various other types
of clients, including, but not limited to, high-net worth individuals, trusts and estates, corporations, other
private funds operated by the Advisers, its and their affiliates or other third parties, registered investment
companies and other business entities. Clients generally must be “qualified clients” within the meaning of
Rule 205-3 under the Advisers Act and/or “qualified purchasers” as defined in Section 2(a)(51)(A) of the
Investment Company Act of 1940, as amended.

The Advisers may enter into separate agreements, commonly referred to as “side letters,” for the benefit of
certain clients, which would have the effect of establishing rights under, altering, or supplementing the
terms (including the economic terms) applicable to such client in a manner more favorable than those
applicable to other similarly situated clients. Such rights or terms pursuant to such agreements may include,
without limitation, access to additional information, more favorable liquidity terms and rights to co-
investment opportunities, or other rights or terms deemed appropriate in light of particular legal, regulatory
or tax characteristics of a client.

Co-Investments. Where deemed appropriate by an Adviser, such Adviser provides co-investment
opportunities (including, without limitation, any investment that would exceed or breach certain
concentration limits and/or other guidelines and restrictions applicable to other clients’ accounts) for the
benefit of one or more clients or beneficial owners thereof, or their affiliates (but not necessarily all such
investors) and/or other persons. Subject to certain exclusivity rights in favor of such Adviser’s current
clients with respect to investments within their investment mandate that they are able to fund, such Adviser
may allocate such available investments among its current clients, its beneficial investors, and/or such other
persons as such Adviser may determine pursuant to its allocation policies.

The Advisers are under no obligation to provide co-investment opportunities, and subject to its obligations
described above, may offer a co-investment opportunity to one or more of the categories of co-investors
described above without offering such opportunity to the other categories. Co-investments will generally
be made, at the investment level, on economic terms substantially no more favorable to co-investors than
those on which the Advisers’ other clients invest.