Recognize Partners LP

ITEM 5 - FEES AND COMPENSATION

        In general, Recognize receives a management fee (“Management Fee”) and a carried
interest in connection with the provision of advisory services to its clients. Recognize or other
Recognize entities or affiliates receive additional compensation in connection with management
and other services performed for portfolio companies of Funds and such additional compensation
will offset in whole or in part the Management Fees otherwise payable to Recognize to the extent
provided by the Governing Documents. Investors in a Fund also bear certain other expenses.

Management Fees

        Generally, Funds pay Recognize a Management Fee as further described in the applicable
Governing Documents of the Funds. The Management Fee is typically based on a percentage of
committed capital or invested capital, charged quarterly in advance and paid directly from the
Fund’s assets. As a general matter, Management Fees will be payable during term extensions,
subject to reduction of the applicable percentages relevant to the calculation of Management Fees.

         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
initial closing date or the effective date, as applicable, of the relevant Fund until a date specified
in the Governing 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 the amount of investment contributions (including outstanding amounts borrowed

pursuant to a credit facility in order to fund investments (including interest expenses)) made by
the relevant Fund relating to the Fund’s aggregate investments in its portfolio companies,
excluding those investments that have been disposed of, completely written-off for U.S. federal
income tax purposes or permanently written-down in accordance with GAAP (such excluded
investments, “Impaired Value Investments”). Such amounts are also permitted to include and
the amount of any capitalized Supplemental Fees (as defined below) or expenses. Due to
differences in the criteria set forth in their respective Governing 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 Governing Documents but not
those of one or more other Funds.

        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 applicable investment contributions, as described
above. 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.

        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 the Fund, including following the relevant 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.

         The Governing Documents set forth the full list of terms under which Management Fees
will be reduced, offset or otherwise be limited, and consequently investors should expect to bear
the full specified Management Fee rate in the Governing Documents until they are reduced in the
circumstances and on the date(s) specified therein.

        To the extent specified in a Fund’s Governing Documents, Recognize will be permitted to
receive certain supplemental fees and other amounts (“Supplemental Fees”) consisting of: (i)
directors’ fees, financial consulting fees or advisory fees paid to the relevant General Partner
and/or Recognize with respect to any Fund investment; (ii) transaction fees paid to the General
Partner and/or Recognize with respect to any Fund investment; and (iii) break-up fees with respect
to Fund transactions not completed that are paid to the General Partner and/or Recognize, in each
case net of certain expenses as set forth in the applicable Fund’s Partnership Agreement; but not
including, in any event, (A) any amount received by the General Partner and/or Recognize or other
person from a portfolio company (1) as reimbursement for expenses directly related to such
portfolio company, (2) as payment for services provided to any portfolio company in the ordinary
course of such portfolio company’s business (other than monitoring and directors’ fees) or (3) as
compensation for services provided by the General Partner or Recognize, including their respective
partners and personnel, or other person as an employee of or in a similar capacity for such portfolio
company; or (B) any Operating Partner compensation.

        A Fund’s Governing Documents generally will provide that Supplemental Fees received
by Recognize will be credited against Management Fees otherwise owed to Recognize in a
...

ITEM 7 - TYPES OF CLIENTS

         Recognize provides investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to Recognize’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 investors
participating in the Funds generally include individuals, banks or thrift institutions, other
investment entities, university endowments, sovereign wealth funds, family offices, pension and
profit-sharing plans, trusts, estates or charitable organizations or other corporations or business
entities and often include, directly or indirectly, principals or other personnel of Recognize and its
affiliates and members of their families, Operating Partners or other Service Providers retained by
Recognize or a Fund, as well as executives of portfolio companies.

        The relevant General Partner also generally is permitted 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, legal, accounting 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 related Fund.

        To the extent that the Funds have a minimum investment amount, such amounts will be set
forth in the relevant Governing Documents.