SQ Capital LLC

FEES AND COMPENSATION

        In general, SQ Capital receives a management fee and a carried interest in connection with
the provision of advisory services to its clients. SQ Capital or other SQ Capital entities or affiliates
receive additional compensation in connection with management and other services performed for
portfolio investments of the Funds, and such additional compensation will offset in whole or in
part the Management Fees (as defined below) otherwise payable to SQ Capital to the extent
provided by the relevant Governing Documents. In addition, in certain circumstances SQ Capital
receives compensation for management and other services performed in connection with co-
investments made in portfolio investments of the Funds. Investors in a Fund also bear certain
expenses.

Management Fees

        In general, SQ Capital expects to charge each Fund a management fee (the “Management
Fee”) based on a percentage of investor capital commitments (“Commitments”) during the Funds’
respective investment period. Management Fees are generally assessed quarterly in advance. All

Management Fees will be negotiated with limited partners during the fundraising period of the
applicable Fund and will not be subject to negotiation thereafter. If the investment advisory
agreement is terminated before the end of the applicable period, Management Fees will be charged
on a pro rata basis through the date of termination, and any fees paid in advance but not earned
will be refunded. Management Fees can differ from one Fund to another, as well as among limited
partners in the same Fund. Please refer to the relevant Governing Documents for additional
information regarding Management Fees.

        To the extent specified in a Fund’s Governing Documents, SQ Capital or another SQ
Capital entity will be permitted to receive from any portfolio investment or prospective portfolio
investment in respect of the Fund’s investment or prospective investment therein certain
supplemental fees and other amounts (“Supplemental Fees”) consisting of all closing fees,
investment banking fees, placement fees, monitoring fees, consulting fees, directors’ fees and other
similar fees (whether in the form of cash, securities or otherwise). A Fund’s Governing Documents
generally will provide that Supplemental Fees received by SQ Capital and attributable to the
Fund’s actual or proposed investment in a portfolio investment or prospective portfolio investment
will be credited against Management Fees otherwise owed to SQ Capital in a specified percentage.
The remaining amount of such Supplemental Fees will be retained by SQ Capital. To the extent
that such an offset credit would reduce the Management Fee for the relevant period below zero,
the credit will be carried forward for future application against payable Management Fees, and if
a credit remains upon liquidation, SQ Capital is expected to retain the benefit, except where the
Governing Documents require payment to be made to limited partners that have not elected to
waive such amount (e.g., where an adverse tax consequence potentially will result).

        As a matter of practice, SQ Capital 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, as well as
other fees relating to the structuring and administration of co-investment arrangements. 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 its
relevant allocable portion of any such fee and not the portion of any fee related to: (i) General
Partner or affiliated partner commitments; or (ii) co-investors or potential co-investors (which
could include co-investment vehicles managed by SQ Capital, Service Providers, current or former
portfolio investment management or personnel, sellers that have rolled their interest or reinvested
proceeds in the portfolio investment and/or other third parties), which have the potential to be
significant. Unless otherwise agreed with investors, Supplemental Fees generally will be payable
during term extensions, even if Management Fees are reduced or eliminated during the extended
term, thus reducing the amounts of Management Fees actually offset. Supplemental Fees will be
offset only to the extent they are paid during the holding period of the relevant Fund, and investors
generally will not receive the benefit of Supplemental Fees paid prior to the Fund’s acquisition, or
following the Fund’s disposition, of the relevant portfolio investment. For the avoidance of doubt,
SQ Capital will not offset compensation received from outside sources, such as residual employee
board seats at entities that are no longer Fund portfolio investments. Each of the foregoing
conditions is expected to reduce the amount of Supplemental Fees otherwise available to be offset
against Management Fees, resulting in a potential material benefit to SQ Capital over the life of

the relevant Fund, and the existence of such potential benefit creates an incentive for SQ Capital
to seek to increase such amounts.

        Certain Governing Documents permit SQ Capital to waive or agree to reduce the
Management Fee. Certain waived portions of the Management Fee are treated by the Governing
Documents as a deemed capital contribution by the relevant General Partner, which is effectively
invested in the relevant Fund on such General Partner’s behalf, and operates to reduce the amount
of capital such General Partner would otherwise be required to contribute to the Fund. The limited
partners of the Fund would, in such circumstances, be required to make a pro rata contribution
according to their respective Commitments to fund any contribution that would otherwise be
required of SQ Capital in connection with any such waiver or reduction as described above and,
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TYPES OF CLIENTS

        SQ Capital provides investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to SQ Capital’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 SQ Capital and its
affiliates and members of their families or other Service Providers retained by SQ Capital or a
Fund, as well as members of portfolio investment management.

        SQ Capital is also generally permitted to establish Funds that are alternative investment
vehicles (“AIVs”) 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. AIV 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 generally have a minimum investment amount of $5 million for third-party
investors, and Fund interests are offered and sold solely to qualified purchasers (or qualified
knowledgeable SQ Capital personnel). SQ Capital generally is permitted to waive such minimum
investment amount.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

Investment and Operating Strategy

        SQ Capital is an investment firm focused on the secondary market. SQ Capital primarily
invests in limited partner-led and general partner-led secondary investments in the private equity
middle market in the U.S. and, to a lesser extent, western Europe, leveraging a combination of
direct investing experience across a wide range of sectors and investment styles, deep general
partner and investor relationships, a practitioner’s understanding of general partner mindsets and
methodologies, and cutting-edge data science capabilities.

Risks of Investment

        Each Fund and its investors bear the risk of loss that SQ Capital’s investment strategy
entails. The risks involved with SQ Capital’s investment strategy and an investment in a Fund
include, but are not limited to:

        Nature of Fund Investments in Private Investment Funds. The Funds will generally acquire
interests in privately held entities, including Underlying Funds and their general partners. Such
Underlying Funds will be managed by sponsors unaffiliated with SQ Capital (“Other Sponsors”),
over which neither SQ Capital nor its affiliates have control. Those Underlying Funds each have
different risks that exist as a result of their different investment objectives, criteria and scope.

        In addition, the Funds generally will not have withdrawal or redemption rights with respect
to their interests in Underlying Funds. The market prices, if any, of such investments tend to be
volatile, and the Funds may not be able to sell such investments when they desire or, upon sale, to

realize what SQ Capital perceives to be fair value. Sales of Underlying Fund investments in the
secondary market are typically priced at a discount to the then-current net asset value.

         While private company investments offer the opportunity for significant gains, such
investments also involve a high degree of business and financial risk and can result in substantial
losses. The success of each of the Underlying Funds (and, as a result, the success of the Funds
relating to such investments) in which the Funds invest is subject to those risks which are inherent
in private equity investments. Among these risks are the general risks associated with investing in
companies at various stages of development. These risks are generally related to (i) the ability of
each of the Underlying Funds and their sponsors to select and manage successful investments, (ii)
the quality of the management of each portfolio company in which the Underlying Funds invest,
(iii) the ability of the Underlying Funds to liquidate their investments, and (iv) general economic
conditions. There can be no assurance that investments in the Underlying Funds will result in
attractive rates of return to the Funds. Although SQ Capital will monitor the performance of each
investment, it will primarily be the responsibility of such Underlying Funds’ sponsors to select
portfolio company investments and monitor portfolio company performance, and each portfolio
company’s management team to operate each portfolio company on a day-to-day basis. Neither
SQ Capital nor its affiliates will control the composition of an Underlying Fund’s investments.
The Funds will not be able to participate in the management or control of any Underlying Funds
nor of the companies in which those Underlying Funds invest. Consequently, the Funds generally
will not be able to control the amount and timing of distributions from any Underlying Funds,
which may affect an investor’s returns.

         Competition. Over the past several years, an increasing number of investment funds and
other capital pools targeted at secondary private equity investments (“Secondaries”) have been
formed, and additional capital will likely be directed at this sector in the future. Other investment
funds and other institutions currently in existence or organized in the future may have strategies
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