Rockbridge Growth Equity Management LP

Item 5 – Fees and Compensation

Rockbridge Growth Equity Management and its affiliated General Partners receive fees and
compensation in exchange for advisory services provided to the Funds, including management fees,
carried interest, additional compensation in connection with management services performed for the
portfolio companies of the Funds and reimbursements from portfolio companies for certain expenses
advanced on their behalf. The Funds are also responsible for bearing certain expenses as detailed below
and in each Fund’s Governing Fund Documents. Differences exist from Fund to Fund, and certain
Funds do not charge certain fees, compensation or expenses that other Funds charge or charge them
in different amounts. The following is a general description of fees, compensation and expenses of the
Funds. Investors should refer to the applicable Governing Fund Documents for a complete
understanding of how Rockbridge Growth Equity Management is compensated for its advisory
services; the information contained herein is a summary only and is qualified in its entirety by such
documents.

Management Fees

Commencing on the effective date and during the investment period, each Fund pays the General
Partner (or an affiliate thereof) an annual management fee (a “Management Fee”) of up to 2% of
aggregate capital commitments held by non-affiliated investors (“Commitments”). Commencing with
the first Management Fee due date after the expiration of the investment period or earlier upon the
occurrence of certain events (including the date as of which a subsequent Fund accepts subscriptions
in excess of a certain threshold) as set forth in the Governing Fund Documents, the Management Fee
will equal up to 2% of each non-affiliated investor’s invested capital with respect to investments that
have not been disposed of or permanently written off. The amount of Management Fees generally will
not correspond with fluctuations in the net asset value of individual investments, aggregate investments
in a portfolio company or of a Fund, including following the stepdown date, and will not be reduced
in connection with any write downs, except in the case of investments permanently written down.
Permanent write-down determinations are made in the discretion of the valuation committee in
accordance with the relevant Governing Fund Documents and the Firm’s valuation policy. Except
where the Governing Fund Documents expressly provide to the contrary, for certain Funds,

Management Fees will not be reduced (in whole or in part) in the case of partial distributions, partial
sales, reorganizations, restructurings, roll-over investments 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 such Fund’s investment or ownership percentage in a portfolio
company has been reduced as a result of such transaction. In addition, for certain Funds, Management
Fees generally will not be reimbursed or refunded under the Governing Fund Documents in the event
of realizations, dispositions or partial write-downs that occur partway through the relevant calculation
period. Where there has been a partial disposition or permanent write-down of a Fund’s investment
and the fair market value of such investment following such event exceeds the total amount of such
Fund’s investment contributions relating to such investment, the Governing Fund Documents do not
require Management Fees after the stepdown date to be reduced. In most circumstances, the post step-
down Management Fee base will include capitalized transaction-specific fees and expenses of unrealized
investments, including transaction fees charged by Rockbridge Growth Equity Management in
connection with the investment, which poses a conflict of interest in that the inclusion of such fees and
expenses results in a higher Management Fee than if such transaction fees and expenses were not
capitalized into the asset base.

Assessed quarterly in advance, the Management Fee is paid out of current income and investment
proceeds of a Fund and/or, in the General Partner’s discretion, from drawdowns that will reduce
unfunded Commitments. Generally, investors participating in a subsequent closing after the initial
closing of a Fund are responsible for paying the Management Fee as of the date of the initial closing of
such Fund, plus interest, as applicable. As a general matter, Management Fees will be payable during
term extensions unless otherwise notified to investors in the relevant Fund. All Management Fees were
negotiated with investors during the fundraising period of the applicable Fund and are not subject to
negotiation thereafter. The Funds generally invest on a long-term basis. Accordingly, investment
advisory and other fees are expected to be paid, except as otherwise described in the Governing Fund
Documents, over the term of the relevant Fund, and investors generally are not permitted to withdraw
or redeem interests in the Funds.

The General Partners are permitted, in their sole discretion, to reduce or waive all or a portion of the
Management Fee and Management Fees can differ from one Fund to another, as well as among
investors in the same Fund. Such differences can arise from the size of an investor’s commitment to a
Fund, provisions of side letter agreements or other negotiated terms. Management Fees are generally
waived or reduced for Rockbridge Growth Equity Management employees who have invested in the
Funds either through a General Partner and/or as Fund investors, FOC affiliates, Portfolio Resources
Group members, Industry Advisors and each of the foregoing’s respective families investing in a Fund
(although in each case, these investors generally pay their pro rata share of certain Fund expenses).
Similarly, investors in the Co-Investment Funds pay a reduced Management Fee or none at all (although
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Item 7 – Types of Clients

Rockbridge Growth Equity Management provides investment management services to its Funds, which
are exempt from registration under the Investment Company Act. The Funds limit their respective
investors to: (i) “accredited investors” as defined in the Securities Act of 1933, and (ii) “qualified

purchasers” or “knowledgeable employees,” each as defined in the Investment Company Act, or (iii) if
applicable, “qualified clients,” as defined in the Advisers Act. Investors in the Funds must also meet
certain other suitability qualifications prior to making an investment in a Fund. The Funds are not
registered or required to be registered under the Investment Company Act, are not made available to
the general public, their securities are not registered or required to be registered under the Securities
Act of 1933 and Fund interests are privately placed to qualified investors. Qualified investors include
individuals or entities to which Fund interests are permitted to be sold, which generally includes (i) in
the United States, people or organizations who meet certain net worth, income and/or financial
sophistication requirements as described above or (ii) in other countries, as permitted by the relevant
securities laws in such jurisdiction and in compliance with any foreign offering provisions applicable to
Rockbridge Growth Equity Management and/or the Funds. The Funds typically require minimum
Commitments from each investor of $10 million, although the General Partners have accepted
individual Commitments of lesser amounts in their sole discretion.

The investors participating in the Funds include high net worth individuals, other investment entities,
university endowments, family offices, pension and profit-sharing plans, trusts, estates or charitable
organizations, fund of funds, corporations, limited partnerships, limited liability companies or other
business entities, Portfolio Resources Group members, Industry Advisors or other service providers
retained by Rockbridge Growth Equity Management, and typically include, directly or indirectly, the
principals or other employees of Rockbridge Growth Equity Management and FOC affiliates and
members of their families.

On occasion, Rockbridge Growth Equity Management offers co-investment opportunities for certain
investors to invest alongside a Fund in certain Fund portfolio companies. As referenced in Item 4,
above, co-investments have been structured either as (i) a separate Co-Investment Fund or (ii) a direct
investment by certain investors into a portfolio company or its holding or operating company. When
structured as a Co-Investment Fund, Rockbridge Growth Equity Management considers the
investment to be a Fund client, identifies the Co-Investment Fund in its Form ADV Part 1, Schedule
D, Section 7.B.(1), obtains an audit for the Fund, reserves the option to assess a Management Fee and
Carried Interest on such Fund and includes the amount of assets of such Fund in the Firm’s regulatory
assets under management. In the case of direct co-investments, Rockbridge Growth Equity
Management does not consider the investment to be a Fund or a client, does not act as the investment
manager to the co-investment portion of the investment, does not charge Management Fees or Carried
Interest to the investment, does not have custody of the investment or include the amount of assets of
the co-investment in the Firm’s regulatory assets under management. In such direct co-investment
opportunities, Rockbridge Growth Equity Management will perform management, advisory and other
services for the portfolio companies in which these co-investors invest, generally at no cost to such co-
investors except Portfolio Fees and expenses (which such fees and expenses are recorded at the
portfolio company).

Opportunities to participate in co-investment transactions arise when Rockbridge Growth Equity
Management has the opportunity for an investment in an existing or prospective portfolio company

and Rockbridge Growth Equity Management determines that (i) an investment requires additional
capital, (ii) all or a portion of the applicable opportunity is not required to be offered to a Fund, (iii) the
full investment opportunity is not appropriate for a Fund, whether due to concentration restrictions
contained in the Fund’s Governing Fund Documents or otherwise or (iv) Rockbridge Growth Equity
Management believes the Fund will benefit from the participation of the co-investor(s). Such
determinations are based on the provisions of the applicable Governing Fund Documents, side letter
agreements, agreements with lenders and such other factors as Rockbridge Growth Equity
Management will consider in its sole discretion, including those specified in its policies on investment
allocation and co-investments. Subject to any restrictions contained in the relevant Governing Fund
Documents (including side letters) or other terms negotiated with respect to such Fund, in general no
investor has a right to participate in any co-investment opportunity. Rockbridge Growth Equity
Management’s exercise of discretion in allocating co-investment opportunities will not always result in
proportional allocations among such co-investors and such allocations can be more or less
advantageous to some co-investors relative to other co-investors. When co-investment opportunities
are permitted, it is possible that the size of the investment opportunity otherwise available to
Rockbridge Growth Equity Management’s Fund(s) will be less than it would otherwise have been
without the inclusion of such co-investors.

Rockbridge Growth Equity Management will select the investors that are permitted to co-invest in a
particular portfolio company in its sole discretion based on various factors, including those detailed in
its Governing Fund Documents and as outlined in its internal policies and procedures. While one or
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