Solum Partners LP

Item 5 – Fees and Compensation

In general, Solum is compensated through a management fee (the “Management Fee”) and a performance-
based carried interest (“Carried Interest”). See Item 6 of this Brochure for information about Carried
Interest.

Management Fees

Solum’s Management Fees and their calculations are described in detail in the relevant Fund Documents.
Payments of the Management Fee is typically made quarterly in advance on the first day of each fiscal
quarter, pro-rated (on a daily basis) for any partial period of less than a fiscal quarter.

Each Investor bears its respective share of the Management Fee, as determined based upon the timing of its
commitment.

To the extent specified in Fund Documents, Solum or another Firm entity will be permitted to receive
certain supplemental fees and other amounts (“Supplemental Fees”) paid by a Fund or its portfolio
companies. Fund Documents generally will provide that some Supplemental Fees received by the Firm will
be credited against Management Fees otherwise owed to the Firm in a specified percentage. The remaining
amount of such Supplemental Fees will be retained by the Firm.

As is generally the case in private equity funds, the Fund 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 Fund Documents, from the effective date of the relevant Fund until a date
specified in the Fund Documents (“the Stepdown Date”), Management Fees generally will be charged based
on a formula tied to the amount of the relevant Fund’s aggregate capital 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 (including
interest expenses) and the amount of any capitalized Supplemental Fees or expenses) made by the relevant
Fund relating to the Fund’s investments that have not been realized or are written down (such investments,
“Impaired Value Investments”). Due to differences in the criteria set forth in their respective Fund
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 Fund Documents
but not those of one or more other Funds.

Under the Fund 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 Fund Documents do not require Management
Fees to be reduced or refunded following the occurrence of a write-down, 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 Fund Documents. For the avoidance of doubt,
following the Stepdown Date, if the fair market value of 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 matter of practice, Solum is typically paid fees of the type referred to in the preceding paragraph from,
on behalf of or with respect to co-investors in an investment. The receipt of such fees will not reduce the
Management Fee payable by any Fund(s) that have also invested in such investment, and, as a result, a
Fund will, in most cases, only benefit with respect to the relevant allocable portion on a fully diluted basis
of any such fee and not the portion of any fee related to: (i) General Partner or affiliated partner
commitments; (ii) co-investors or potential co-investors (which could include co-investment vehicles
managed by Solum, Service Providers (as defined below), third parties, current or former portfolio company
management or personnel, sellers or members of management that have rolled their interest or reinvested
proceeds in the portfolio company and/or other owners); or (iii) the value of profits, participation or equity
interests in or relating to the relevant portfolio company, including interests owned by current or former
portfolio company management, which have the potential to be significant. “Fully diluted” basis
calculations generally relate to a Fund’s ownership of a portfolio company’s common equity, including
ownership that arises through the conversion or exercise of certain securities. Therefore, the value of certain
Fund investments into a portfolio company, such as debt or certain debt-like investments (e.g., non-
participating preferred equity), is not a factor when determining a Fund’s allocable portion of a fee on a
“fully diluted” basis.

Co-investment Entities may be charged Management Fees, performance-based compensation or
administrative fees. Whether any fees or other compensation are paid by a Co-investment Entity, and the
amount and payment terms, depends on the circumstances of the investment made by the Co-investment
Entity and is negotiated with investors in the Co-investment Entity at the Co-investment Entity’s inception.
The Funds may acquire interests in certain portfolio companies in cooperation with others through co-
investment arrangements.

Expenses
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Item 7 – Types of Clients

Solum provides investment advisory services to its Fund and SMA clients, and references throughout this
Brochure to “clients” and to Solum’s related duties to and practices on behalf of its clients and/or investors
should be construed accordingly. Solum’s Fund clients are generally organized as limited partnerships
operated as exempt investment pools under the U.S. Investment Company Act of 1940, as amended
(together with the rules and regulations promulgated thereunder, the “Investment Company Act”). The
Funds offer interests only to certain qualified investors who meet qualification requirements under
applicable securities laws and other laws. Admission to the Funds is not open to the general public.

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 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 related Funds.

As described in Item 4, Solum or its affiliates is permitted, in its discretion, to form one of more Co-
investment Entities to invest alongside the Funds in one or more assets. Solum or its affiliates may offer
one or more Investors or third parties the opportunity to co-invest with the Funds through any such Co-
investment Entity.