Promus Asset Management LLC

Item 5: Fees and Compensation

Methods of Compensation and Fee Schedule
Promus is entitled to receive management fees and performance-based compensation as described
in each Fund’s governing documents.

Typically, Promus receives a quarterly management fee for its services to each Fund. Management
fees typically range from 0.5% to 2% per year depending on the particular Fund. Management fees
are typically payable quarterly in advance and may be based on: (i) committed capital; (ii) called
capital; or (iii) invested capital. Management fees are normally prorated for the number of days in
a period. Any prepaid but unearned management fees will be refunded. The calculation of a Fund’s
management fee is set forth in the Fund’s governing documents.

In addition to the management fees described above, Promus is entitled to receive performance-
based compensation equal to a specified percentage of cumulative net profits with respect to its
management of certain Funds structured as private equity funds, where performance-based
compensation typically takes the form of a separate “profits interests” class of a Fund which is
entitled to receive certain priority allocations from distributions made by the Fund. Any such
“profits interests” are generally only available to Promus and its personnel. The calculation of a
Fund’s performance-based compensation is set forth in the applicable Fund’s governing
documents. Performance-based compensation may create an incentive for Promus to make
investments that are more speculative than would be the case in the absence of performance-based
compensation.

Management fees and performance-based compensation are deducted directly from an investor’s
assets in the applicable Fund.

With respect to certain Funds, Promus and its personnel may also be entitled to receive certain
ancillary fees that are common in the private equity industry, such as management, monitoring,
closing, transaction, structuring, board or similar fees, from a Fund or an underlying portfolio
company held by a Fund (“Ancillary Fees”). Ancillary Fees may be fixed or based on a percentage
of a portfolio company’s EBITDA (earnings before interest, tax, depreciation and amortization) or
similar metric. Ancillary Fees are separate from and in addition to the management fees or
performance-based compensation charged to investors in a Fund.

Promus causes certain Funds to invest in underlying funds which are advised or managed by
Promus or its affiliates. With respect to certain Funds, Promus waives or rebates all or a portion of
any management fee, performance-based compensation and/or Ancillary Fees payable to Promus,
its affiliates or their personnel, either at the level of the applicable Fund or the underlying affiliated
fund. In addition, certain Funds may be entitled to receive all or a portion of the performance-
based compensation earned at the level of the underlying affiliated fund. Where Promus has
determined not to waive or rebate any such fees, the Funds will be subject to an additional layer
of fees as a result of an investment in an underlying affiliated fund. Regardless of the determination
to waive or rebate any such fees, a Fund will pay its pro rata share of the expenses of any underlying
affiliated fund in which the Fund invests. Please consult the governing documents or other relevant
offering materials for more information.

                      Part 2A of Form ADV: Promus Asset Management, LLC Brochure

Promus reserves the right to apply different management fees and/or performance-based
compensation to different investors and to waive or rebate any management fee and/or
performance-based compensation in whole or in part for certain investors in its discretion. Promus
may launch or manage other funds or accounts with higher or lower fees and/or different
compensation structures. Different client facts and circumstances, including the client’s
investment strategy, liquidity profile and prevailing market terms, will be considered in
determining applicable fees.

In addition to the management and performance-based compensation discussed above, each Fund
will bear certain expenses as set forth in the Fund’s governing documents. Each Fund will
generally bear all expenses incurred in connection with the management, operations, or liquidation
of the Fund including, but not limited to, the following:

      Third-party legal, audit, tax and accounting fees and expenses;
      Expenses related to audit, tax accounting and preparation costs and K-1 reporting;
      Expenses related to any investment vehicles in which a Fund may invest as part of its
       investment strategy;
      Organizational expenses (including expenses of certain outside professionals related to the
       offer and sale of Fund interests);
      Investment expenses such as commissions, research fees, and expenses including research-
       related travel;
      Acquisition and transaction-related expenses;
      Due diligence expenses (including expenses of outside professionals);
      Interest and fees on margin accounts and other indebtedness, such as lines of credit;
      Custodial fees; and
      Any other expenses reasonably related to the purchase, sale, or transmittal of Fund assets.

In addition, certain Funds may be responsible for the formation and organizational expenses of the
Fund’s general partner, manager or investment adviser, as described in the applicable Fund’s
governing documents.

                    Part 2A of Form ADV: Promus Asset Management, LLC Brochure

Item 7: Types of Clients

Promus provides investment advice to Funds, which are limited partnerships or limited liability
companies formed under domestic laws and operated as investment pools exempt from registration
under the Investment Company Act. The investors participating in Funds may include family
offices, high net worth individuals, institutional investors, personnel of Promus and its affiliates
and other sophisticated investors. Investments made by personnel of Promus and its affiliates may
be significant in certain Funds.

Each Fund’s offering materials disclose the minimum investment that a Fund will accept. The
Fund’s general partner, manager or investment adviser may, in its sole discretion, increase or
decrease the minimum investment amount for any investor in a particular Fund. Prior to investing
in a Fund, an investor must complete a subscription agreement containing representations needed
to establish the investor’s eligibility to invest in the Fund.

                     Part 2A of Form ADV: Promus Asset Management, LLC Brochure