Solamere Capital LLC

ITEM 5 – FEES AND COMPENSATION
Any fees and potential performance-based compensation paid by a Fund, as applicable, are set forth in
detail in such Fund’s Governing Documents. The following is a brief summary of fees and potential
performance-based compensation generally applicable to Fund Investors.

The General Partner of each Fund, or its designee, receives a management fee (the “Management Fee”)
(generally equal to a specified percentage of aggregate Fund commitments ranging from 0.5% to 2%) to
cover investment management and administrative services provided to the Funds. Management Fees are
calculated for and allocated to each of our Funds as set forth and disclosed in each Fund’s Governing
Documents. Investors participating in a closing after a Fund’s initial closing date bear the Management Fee
from the initial closing date, generally in addition to an interest component payable to Solamere or an
affiliate. After the investment period (or other events set forth in the Fund’s Governing Documents),
Management Fees for certain funds are calculated as a percentage of the lesser of cumulative invested
capital and fair market value as determined in each Fund’s Governing Documents. Management Fees are
calculated and paid quarterly in advance. Fund Investors may not choose to be billed in any other manner.
As a general matter, Management Fees will be payable during term extensions unless otherwise agreed with
Fund Investors. Certain Funds are not subject to a Management Fee.

Where the Management Fee is calculated taking into account the valuation of an investment, Solamere will
have incentives to make determinations that result in the continued payment of, or a higher, Management
Fee. In many circumstances, the calculation of post-investment period Management Fees will include the
value of capitalized fees, expenses, costs or other amounts relating to, unrealized investments, including
such amounts payable or reimbursable to Solamere and its affiliates. Solamere and its affiliates have
incentives to capitalize such amounts into a transaction, not only to avoid having portfolio companies pay
such amounts out of available operating cash, but also to increase the base on which future Management
Fees will be calculated. These incentives run counter to Solamere’s incentives to reduce the amount of fees,
expenses and costs borne by the Funds’ investments in light of the effect of these amounts on the Funds’
carried interest calculations.

In addition to the Management Fee, the General Partner is eligible to receive a performance-based incentive
allocation of capital gain and profits. Any such performance-based capital gain allocation is based on the
performance of investments made by the Fund above the capital returned to Fund Investors. Item 6 below
describes such performance-based gain allocation in more detail. All distributions are split between Fund
Investors and the General Partner as set forth in the applicable Fund’s Governing Documents.

The amount and duration of the Management Fee and incentive allocation are, in certain cases, set prior to
the commencement of a Fund’s term and are not cancelable except for cause and by a vote of the Fund
Investors. Fund Investors may not obtain a refund of a pre-paid fee, may not withdraw from the Fund, and
may not transfer any of their interest, rights or obligations under the Fund without the prior written consent
of the General Partner.

It is important to note that when a Fund has committed to investing in a Fund Investment, the Fund
Investment is subject to the Management Fees and performance-based fees of the underlying investment
manager as well as the fund expenses of the underlying private investment fund. Therefore, Fund Investors
indirectly bear a portion of the management fees, performance-based fees and fund expenses incurred by
the Fund in connection with such Fund Investment, which over time are expected to be substantial.

In certain circumstances, the General Partner, Solamere or the Manager receives fees and expense
reimbursement from the private operating companies in which a Fund makes an investment. Company-
level fees paid and expenses reimbursed are not necessarily covered by the list of permissible expenses set

Page 4                                                                         Form ADV Part 2A (Solamere)

forth in the applicable Governing Documents; the relative percentage of these expenses that are borne by
various stakeholders (including the relevant Fund, any co-investors, portfolio company management and
other persons) is expected to depend upon the level at which such expenses are charged or incurred, and as
a result some stakeholders are expected to bear an amount of fees or expenses disproportionate to the
benefits they receive, or in some cases without receipt of any direct benefits. Fees and expenses charged at
the level of a portfolio company or intermediate entity, or capitalized into the cost of a transaction, generally
will not be reflected as Fund expenses in calculating the gross and net performance of the relevant Fund,
and so Solamere expects to be subject to potential conflicts of interest in determining whether certain
expenses should be charged to the portfolio company or intermediate entity or capitalized into transaction
costs. These company-level fees are typically to compensate the General Partner, Solamere or the Manager
for advisory-related or operational advice provided to such companies. The General Partner, Solamere or
the Manager generally have discretion over whether to charge such fees to such companies and, if so, the
rate, timing, method and/or amount of such compensation. In most circumstances, such compensation is
not reviewed or approved by an independent third party. The receipt of such fees generally will give rise to
conflicts of interest between the Funds, on the one hand, and the General Partner, Solamere or the Manager
...

ITEM 7 – TYPES OF CLIENTS
As described in Item 4, Solamere’s principal activity is providing independent investment advisory services
to U.S.-domiciled private investment fund partnerships and limited liability companies (collectively, the
“Funds” or the “Advisory Clients”). The Fund Investors generally include individuals, other investment
entities, pension funds, nonprofits, insurance and often include, directly or indirectly, principals or other
personnel of Solamere and its affiliates and members of their families, Executive Partners or other Service
Providers retained by Solamere 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 Fund 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.

The Funds offer interests/shares only to certain qualified investors and admission to the Funds is not open
to the general public. An investment in a Fund is generally restricted to Fund Investors, which qualify as
“accredited investors,” as that term is defined under rule 501(a) of Regulation D of the Securities Act. Some
Funds further require investors to qualify as “qualified purchasers” as that term is defined under the
Investment Company Act. Generally, Fund Investors must invest a minimum of $10,000,000 for each Fund,
although certain Funds have lower or higher minimum investment amounts. In each case, the investment
minimum is subject to waiver at the discretion of the General Partner.

Page 11                                                                      Form ADV Part 2A (Solamere)