Tilia Holdings LLC

Item 5 – Fees and Compensation

    A. Compensation

Compensation to Tilia for investment advisory services is based on the percentage of assets
managed by the Firm on behalf of a client and by receiving performance-based compensation.
Compensation to the Firm for services provided to a Fund takes the form of management fees as
well as performance fees, carried interest or other incentive compensation related to the
performance of such Fund. The Firm may waive, reduce or otherwise modify the management fee
and/or incentive compensation for any investor in a Fund, including affiliates of the Firm. In
addition, and as previously described, Tilia may occasionally enter into a side letter arrangement
with certain Fund investors, in which the Firm may grant such investors with preferential terms.

    B. Payment of Fees

Management fees paid by a Fund are based on the net capital invested in such Fund and paid
quarterly in advance. Incentive fees paid by a Fund are payable later in such Fund’s life after
investors have received a specified preferred return. Management fees and incentive fees paid by
future Tilia clients will be tailored for each such other client.

These and other fees (described below) are paid either as a result of a capital call notice to investors,
as a portfolio company expense, as a Fund expense or deducted from distributions to investors.
Given the long-term nature of an investment in any private equity fund, there are substantial
constraints on an investor’s ability to withdraw and, therefore, it is rare for a Fund investor to fully
withdraw from such Fund before the end of each quarterly period. However, if this were to occur,
generally through a private sale of a partnership interest, the management fee is treated as earned
and is not refunded.

The specific manner in which Tilia or its related entities charges fees is established and described
in greater detail in the Governing Documents of such Fund. Fund investors should refer to these
Governing Documents for a complete understanding of how Tilia is compensated for its advisory
services. The information contained herein is a summary only and is qualified in its entirety by
such documents.

    C. Additional Expenses

The expenses paid by Tilia’s clients are set forth in detail in the Governing Documents of the
relevant client. Fund investors and prospective Fund investors should therefore review the
applicable advisory agreement or Governing Documents carefully because such documents, and
not the summary in this brochure, describe more specifically the expenses such investor will bear.
As a general matter and in addition to the management fee, a Fund will pay, or reimburse the
General Partner for, all other fees, costs, expenses, liabilities and obligations relating to such
Fund’s activities, business, portfolio companies or actual or potential investments, to the extent
not borne or reimbursed by a portfolio company, all as more fully described in the Governing
Documents.

As discussed, its Governing Documents, the respective Fund, its General Partner and the portfolio
companies of the respective Fund may from time to time retain other companies and individuals

(“Special Consultants”), which may be affiliates of the General Partner, employees of such
affiliates, portfolio companies of other funds managed by the General Partner or its affiliates, third
party consultants (including individual operating partners) and “senior advisors.” The Special
Consultants may be engaged to provide services to, or in connection with, the respective Fund in
relation to its activities or one or more portfolio companies in relation to the identification,
acquisition, holding, improvement and disposition of such portfolio companies, including
operational aspects of such companies (“Services”). Pursuant to the Governing Documents of a
Fund, fees and expenses associated with the Services (collectively “Consulting Fees and
Expenses”), may be paid and/or reimbursed by applicable portfolio companies and/or the
respective Fund. Consulting Fees and Expenses may, at the discretion of the General Partner taking
into account the particular Services, include a profits or equity interest in a portfolio company or
other incentive-based compensation to the Special Consultant, which may be determined
according to one or more methods, including the value of the time (including an allocation for
overhead and other fixed costs) of the Special Consultant, a percentage of the value of the portfolio
company, the invested capital exposed to such portfolio company, amounts charged by other
providers for comparable services and/or a percentage of cash flows from such company. In
addition, portfolio companies of a Fund may pay Special Consultants to perform Services that,
directly or indirectly, benefit Tilia and/or portfolio companies of future investment vehicles
managed by the Firm. Consequently, Tilia and/or portfolio companies of future investment
vehicles managed by the Firm may receive Services without being charged at or below market
rates. Conversely, portfolio companies of a Fund may also benefit from Services that are paid for
by Tilia and/or portfolio companies of future investment vehicles managed by the Firm.

A description of the brokerage and other transaction costs (if any) that are expected to be borne by
Firm clients is in Item 12 of this brochure.

Item 7 – Types of Clients

Tilia currently provides portfolio management services to its private fund clients, the Funds. With
respect to the Funds, minimum subscription or investment amounts are disclosed in the respective
Fund’s Governing Documents.