Thompson Street Capital Manager LLC

FEES AND COMPENSATION

        In general, the General Partners receive a Management Fee (as defined below) and a carried
interest in connection with the provision of advisory services to its clients. The General Partners,
the Management Company or other Thompson Street entities or affiliates are expected to receive
additional compensation in connection with management and other services performed for
portfolio companies (e.g., monitoring and other fees) of Partnerships and a portion of such
additional compensation will offset in part the Management Fee otherwise payable to the relevant
General Partner or the Management Company, as applicable, to the extent provided by the relevant
Partnership Agreement. Investors in the Partnerships also bear certain expenses. Currently, the
Partnerships that are co-investment vehicles do not pay Management Fees to Thompson Street and
the relevant General Partner is not entitled to carried interest with respect to such co-investment
vehicles.

Management Fee

       Fund IV and Fund V

        Fund IV and Fund V pay their respective General Partners quarterly in advance, a
management fee (“Management Fee”) equal to 1.5% – 1.75% of (a) the aggregate investment
contributions, less (b) the aggregate amount of investment contributions with respect to
investments that have been disposed of or completely written off or, without duplication,
permanently written down. The Management Fee will be payable until all portfolio investments
are distributed or until the General Partner’s relationship with the Partnership is terminated for
other reasons (as described in the Partnership Agreement). Installments of the Management Fee
payable for any period other than a full three-month period are generally adjusted on pro rata basis
according to the actual number of days in such period.

       Fund VI

        Fund VI pays GP VI quarterly in advance, a Management Fee equal to 2.0% on an annual
basis of aggregate investor commitments (“Commitments”) to the Partnership. Following the
expiration of the investment period or upon the occurrence of certain events as specified in the
Partnership Agreement, the Management Fee will be reduced and will equal 2.0% of (a) the
aggregate investment contributions, less (b) aggregate amount of investment contributions with
respect to investments that have been disposed of or completely written off or, without duplication,
written down, provided that the Management Fee rate will be reduced to either 1.65% or 1.75% in
accordance with the Partnership Agreement in connection with a successor fund of equal or
greater size to Fund VI being raised.

        As is generally the case in private equity funds, the Partnership Agreements provide that a
Private Investment Fund’s Management Fees will be calculated and charged on a basis that
generally is not tied to the Private Investment Fund’s then-current net asset value. As further
specified in the Partnership Agreements from the effective date of the relevant Private
Investment Fund until a date specified in the Partnership Agreements (generally representing the
earlier of the end of the Private Investment Fund’s defined investment period and the date the
relevant General Partner (or an affiliate thereof) first begins receiving or accruing management

fees from another Private Investment Fund meeting certain criteria) (the “Stepdown Date”),
Management Fees generally will be charged based on a formula tied to the amount of the relevant
Private Investment 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, where applicable, a Private Investment Fund borrowing
component (including interest expenses)) made by the relevant Private Investment Fund relating
to the Private Investment Fund’s aggregate investment(s) in its portfolio companies that have not
been realized or completely written off for U.S. federal income tax purposes or, without
duplication, written down (excluding solely for the purpose of investments written down, any
write-down relating to the transaction costs and expenses incurred by such portfolio company in
its acquisition by the Partnership) (such investments, “Impaired Value Investments”). Due to
differences in the criteria set forth in their respective Governing Documents, in the event where
more than one Private Investment Fund participates in an investment, there is the possibility that
an investment will become an Impaired Value Investment for purposes of one Private Investment
Fund’s Governing Documents but not those of one or more other Private Investment 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 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 the individual
investments or of a Partnership, 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. Except where the Governing Documents expressly provide
to the contrary, Management Fees will not be reduced (in whole or in part) in the case of partial
sales or dispositions, distributions (e.g., those resulting from a dividend recapitalization) or
reorganizations, restructurings, roll-over investments, extraordinary dividends or similar
transactions in each case in circumstances that do not result in the complete disposition of the
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TYPES OF CLIENTS

        The Advisers provide investment advice solely to Private Investment Fund clients,
including the Partnerships, and references throughout this Brochure to “clients” and to the
Advisers’ related duties to and practices on behalf of their clients and/or investors should be
construed accordingly. Private Investment Funds are 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 “Investment Company Act”). The investors
participating in Private Investment 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 (as defined below) or other personnel
of the Advisers and their affiliates and members of their families, Executive Consultants or other
Service Providers retained by the Advisers or a Partnership, as well as executives of portfolio
companies.

       The relevant General Partner also generally is permitted to establish Private Investment
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 would 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 Partnership Agreement of the related Private
Investment Fund.

        Typically, the Partnerships generally have a minimum investment of $5 to $10 million
(depending on the Partnership) for third- party investors. The relevant General Partner generally
is permitted to waive such minimum investment amount. Investors in the Partnerships must meet
certain suitability and net worth qualifications prior to making an investment. Investors in the
Partnerships generally must be (i) “accredited investors” as defined under Regulation D of the

Securities Act of 1933, as amended and (ii) either “qualified purchasers” or “knowledgeable
employees” as defined under the Investment Company Act.

     METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Thompson Street is a private investment firm focused on leveraged acquisitions and
recapitalizations in middle-market companies located in North America believed to be able to
benefit from Thompson Street’s in-house operating professionals and experience. The Advisers’
investment advisory services consist of identifying and evaluating investment opportunities,
negotiating investments, managing and monitoring investments and achieving dispositions for
investments. Investments are predominantly made in non-public companies although investments
in public companies are permitted.

        The Advisers’ investment strategy focuses on investment opportunities in companies with
enterprise values of approximately $50 to $250 million at attractive valuations through distinctive
deal sourcing methods and to build value through improvements in operations, organic growth and
add-on acquisitions. The Advisers seek to have the Partnerships generally seek to acquire niche
businesses requiring outside capital and additional operating and financial expertise, such as family
businesses with estate planning or other transitional issues or private companies seeking liquidity
or growth capital. The Advisers seek to have the Partnerships generally seek to invest in companies
that possess many or all of the following characteristics: (i) a strong growing market niche with
favorable business trends; (ii) high margins and a relatively price insensitive customer base; (iii)
an ability to energize or redirect the sales and marketing efforts to improve the revenue growth
trend and enter new channels or introduce new products; and (iv) opportunities for complementary
acquisitions.

       The following is a summary of the investment strategies and methods of analysis generally
employed by the Advisers on behalf of the Partnerships. More detailed descriptions of the
Partnerships’ investment strategies and methods of analysis are included in the applicable
Memorandum and Partnership Agreement of each Partnership.

       There can be no assurance that the Advisers will achieve the investment objectives of the
Partnerships, and a loss of investment is possible.

Investment and Operating Strategy

        Dedication to Lower Middle-Market. The Advisers believe there will continue to be a
strong supply of investment opportunities in the lower middle-market, particularly in companies
with enterprise values of between approximately $50 and $250 million. The Advisers believe
companies in the lower end of the middle market typically have certain imperfections and these
imperfections commonly exist in several situations, including privately-held, undercapitalized
businesses with significant growth potential and family businesses managed for personal
objectives. The Advisers expect the Partnerships to benefit from the identification of businesses
possessing these market imperfections and bringing years of experience to assist in increasing their
growth rate. Further, the Advisers seek to build their portfolio companies through complementary
acquisitions and by operational improvements.

       Geographic Focus. The Advisers have a North American investment focus and believe
they have a broad reach from Thompson Street’s headquarters in the Midwest. The Advisers seek
to focus on cities they believe are underserved by other private equity firms and investment
bankers. The Advisers believe when they meet management teams or sellers from the Midwest or
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