Primus Capital Partners Inc

FEES AND COMPENSATION

        In general, each General Partner receives a management fee and a carried interest in
connection with the provision of advisory services to its clients. Primus Capital or its affiliates
receive additional compensation in connection with management and other services performed for
portfolio companies of the Funds and such additional compensation will offset in whole or in part
the management fees otherwise payable to Primus Capital to the extent provided by the Governing
Documents. Investors in each Fund also bear certain fund expenses.

Management Fees

        Each Fund will pay Primus Capital, quarterly in advance, a management fee (the
“Management Fee”) generally equal to between 1.5% and 2.25% per annum based on aggregate
Fund investor capital commitments (“Commitments”). Investors participating in a closing after
the relevant Fund’s initial closing date generally bear the Management Fee from such initial
closing date plus interest, generally in addition to an interest component payable to Primus Capital
or an affiliate. Each Fund’s Management Fee steps down following certain events specified in the
relevant Governing Documents of such Fund (the “Stepdown Date”). For example, for Primus
Capital Fund IX, after the expiration of the investment period (as described in the Governing
Documents) the Management Fee will equal 2.0% of (a) the aggregate investment contributions
made (or payable to Primus Capital Fund IX pursuant to any outstanding capital call notice or
capital call notice that the relevant General Partner intends to issue to repay indebtedness incurred
by the Fund), as reduced by (b) permanent write downs and distributions constituting returns of
capital; for the purposes of any such reductions, investments in a portfolio company shall be treated
as having been disposed of or permanently written-down only to the extent that, as of the date of
any such disposition or write-down, the aggregate value of all remaining investments in such
portfolio company is less than the aggregate investment contributions with respect to all existing
and former investments in such portfolio company, as further described below. The Management
Fee will be payable until proceeds from all portfolio investments are distributed or until such other
circumstances described in the Governing Documents. Installments of the Management Fee
payable for any period other than a full quarterly period are adjusted on a pro rata basis according
to the actual number of days in such period. As a general matter, Management Fees will be payable
during term extensions unless otherwise agreed with investors.

        As is generally the case in private equity funds, the Governing Documents provide that a
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 Governing Documents, from the
effective date of the relevant Fund until 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 the amount of investment contributions (including, where applicable, a
Fund borrowing component and the amount of any capitalized Supplemental Fees (as defined
below) or expenses) made by the relevant Fund that have not been realized or permanently written
down (such investments, “Impaired Value Investments”).

        Under the Governing Documents, where the fair market value of an investment exceeds
the total amount of investment contributions relating to such investment, 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 such investment contributions. Conversely, the
Governing Documents do not require Management Fees to be reduced or refunded following the
occurrence of a writedown, decrease (including a significant decrease) in fair value or other event
not constituting a complete realization, such as a partial sale or disposition, reorganization,
recapitalization (including recapitalizations involving dividends), roll-over investment in
connection with a sale or dividend distribution, except in the case of investments meeting the
relevant Impaired Value Investment standard under the Governing Documents. For the avoidance

of doubt, following the Stepdown Date, if the fair market value an Impaired Value Investment is
less than the total amount of investment contributions relating to such Impaired Value Investment,
then the amount of Management Fees otherwise payable relating to such investment will be
reduced solely based on the ratio of the fair market value of each relevant remaining investment(s)
as compared against the amount of total investment contributions relating to such investment(s).

        As a result, and as is generally the case for private equity funds, the amount of Management
Fees generally will not correspond with fluctuations in the net asset value of individual investments
or of a Fund, including following the investment period, and will not be reduced in connection
with any write downs (whether temporary or permanent), except in the case of Impaired Value
Investments. Except where the Governing Documents expressly provide to the contrary,
Management Fees will not be reduced (in whole or in part) in the case of partial sales or
dispositions, distributions (e.g., those resulting from a dividend recapitalization) or
reorganizations, restructurings, roll-over investments, extraordinary dividends or similar
transactions, in each case in circumstances that do not result in the complete disposition of the
relevant Fund’s interest therein, and even in cases where the value of the Fund’s investment or the
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TYPES OF CLIENTS

        Primus Capital provides investment advice solely to its Fund clients, and references
throughout this Brochure to “clients” and to Primus Capital’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
“Company Act”). The investors participating in the Funds generally include but are not limited to
individuals, banks or thrift institutions, other investment entities, university endowments, 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 personnel of Primus Capital and its affiliates and members of their families, operating
partners or other service providers retained by Primus Capital, 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 of the related Fund.

        Each Fund generally has a minimum investment amount of $5 million for institutional
investors and $2 million for individual investors, and Fund interests are offered and sold solely to
qualified investors, including accredited investors who are also qualified clients or, as applicable,
qualified purchasers as defined under the Company Act (or qualified knowledgeable Primus
Capital personnel). Primus Capital generally is permitted to waive such minimum investment
amount.

               METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

       The essential elements of Primus Capital’s current investment strategy for the Funds
include:

           •     Originate investment opportunities in the lower middle market;

           •     Invest in companies that we believe are positioned to build value through growth;

           •     Focus investments on selected growth industries in which Primus Capital has
                 demonstrated success;

           •     Employ flexible and creative financial structures to meet the needs of the
                 transaction and optimize returns; and

           •     Exercise an active role in the portfolio companies in an effort to maximize financial
                 performance and investment returns.

       Each of these elements is described in turn below.

Originate Investments in the Lower Middle Market.

       The origination of lower middle market investment opportunities with company enterprise
values below $250 million (typically below $100 million) is a fundamental strength of Primus
Capital that has been thoroughly tested across the Funds. Central to Primus Capital’s origination
capabilities are well-established and longstanding relationships with intermediaries and co-
investment partners. Over its Funds, Primus Capital has established trusted relationships with a

network of investment sources that include investment bankers, brokers, lenders, accountants,
lawyers, consultants, individual investors, corporate management teams and other private equity
funds. Primus Capital believes that these well-established relationships have enabled it to develop
a distinctive, and in some cases proprietary, deal flow, find hidden value and opportunities in
investment candidates, and secure favorable financing terms from lenders and other equity
investors.

        Primus Capital augments its network of intermediary and co-investor origination sources
by seeking to leverage its prior investments and executive relationships to generate opportunities.
Several investments in the Funds’ portfolios were sourced based on previous investment
relationships with entrepreneurs, management teams and/or owners.

       Finally, Primus Capital self-sources investment opportunities by directly pursuing
promising companies within the Firm’s three targeted industry sectors of software/technology,
healthcare, and technology-enabled services.

        Primus Capital has a history of originating proprietary investment opportunities through a
proactive and disciplined program of calling on companies that are attracted to Primus Capital’s
partnership approach and value creation capabilities. Primus Capital believes that its established
relationships and deal origination program provides it with competitive advantage.

Invest in Lower Middle Market Growth Companies

        The Funds target investments in growth companies in the lower middle market that exhibit
one or more of the following characteristics: profitable, recurring or predictable revenues,
demonstrable historical revenue growth, high contribution margins/operating leverage and/or
significant free cash flow. Investment returns can be generated through revenue and earnings
growth, multiple expansion, the use of leverage and yield. Fund returns are expected to be tied to
all four of these factors, with the underlying growth of revenues and earnings projected as the
largest contributor to a Fund’s investment performance. Each Fund will target companies with
annual revenue growth rates that exceed 10% and high-margin business models that can translate
increased sales into greater growth in profitability. Primus Capital believes that its focus on such
companies reduces risk relative to investing in earlier stage companies and reduces dependence on
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