TJC LP

Item 5 – Fees and Compensation

The Firm generally earns management fees, and generally receives performance-based
compensation, from each of the Funds. The Firm or its affiliates or employees also generally
receive Portfolio Company Fees (as defined below). A specified percentage of Portfolio Company
Fees (as set forth in the relevant governing documents of the applicable Fund) is applied to reduce
the management fee payable to the Firm. The aforementioned fees are discussed in more detail
below.
The discussion in this Item 5 is not intended to be complete and is qualified in its entirety by
reference to the governing documents of each Fund, which are provided to each investor in each
such Fund.

Management Fees

Generally, each Fund pays us a management fee. During the investment period of a Fund, this fee
is typically equal to 1.75% per annum of the aggregate capital commitment of the Fund’s investors.
Following the expiration of the investment period of a Fund (or upon such other events as specified
in each Fund’s offering materials), the fee is typically equal to 1.00% per annum of invested
capital. Management fees are paid by the Funds out of called capital or borrowings from a Fund’s
credit facility. The Firm’s principals and employees and other investors who invest in a Fund
through the general partner of such Fund do not pay management fees. At times when the
management fee is based on invested capital, the management fee base will include any capitalized
deal-specific expenses incurred in connection with unrealized investments irrespective of whether
such expenses are paid by the relevant Fund. Invested capital for unrealized investments will
include, and the management fee will accrue on, costs for investments that are capitalized into the
overall cost of the investment for U.S. GAAP purposes, including, without limitation, any legal
fees and expenses, transaction fees, costs and expenses of Operating Advisors (as defined below),
estimated third-party diligence expenses, borrowing and other financing fees and expenses
(including interest expenses), as well as amounts that are eligible to be treated as partnership
expenses rather than as capital contributions for the making of investments.
The management fee is typically accrued and payable quarterly in advance. In the event of an early
termination of a Fund, we will return to the Fund the proportionate amount of the management fee
attributable to the period after the termination date. Management fees are also subject to reduction
in certain circumstances. The precise amount of, and the manner and calculation of, the
management fees for each Fund are set forth in the limited partnership agreements (or equivalent
governing document, each, a “Partnership Agreement”), offering materials and other governing
documents for such Fund.
Subject to the limits, if any, set forth in the governing documents of a Fund, capital contributions
to a Fund by the Firm’s principals and employees are permitted to be made through waiver of a
corresponding amount of the management fees payable to the Firm by such Fund in lieu of capital
contributions by such partners.

Portfolio Company Fees

The Firm and its affiliates and employees provide, from time to time, management, advisory,
transaction-related, financial advisory, consulting, monitoring, operational support and other
services to portfolio companies of the Funds (“Portfolio Companies”). In connection with
providing such services, the Firm or its affiliates or employees have received, and expect to receive
in the future, certain fees (including set-up, acquisition and commitment fees), fees earned in
connection with transactions that are not completed (break-up fees), closing fees, exit fees,
advisory fees, monitoring fees, retainer fees, consulting fees, management fees, directors’ fees or
other similar fees related to the Funds’ ownership interests in Portfolio Companies (collectively,
“Portfolio Company Fees”). These fees are often substantial, are generally not negotiated on an
arm’s length basis, and can be paid in cash, in securities of the Portfolio Companies, or otherwise.
Portfolio Company Fees are first used to pay unreimbursed transaction expenses (including
unconsummated transaction expenses), after which a specified percentage of the remainder of the
Portfolio Company Fees (as set forth in the relevant governing documents of the applicable Fund)
is applied to reduce the management fee otherwise payable by certain Funds. Generally, this
management fee “offset” rate is 100% of the Limited Partners’ share of such Portfolio Company
Fees for all of our Funds, as further described in the relevant governing documents. If the
aggregate amount of excess Portfolio Company Fees applied against management fees during a
fiscal year exceeds the management fee payable for such fiscal year, the excess is generally carried
forward to reduce the management fee payable in the following fiscal year or years, or if there are
no management fees to offset, returned to the Fund for the benefit of its partners in an amount
equal to such unapplied excess amount; provided, that any Limited Partner is permitted to waive
its right to receive its pro rata portion of such amount. In many cases with respect to the
implementation of the arrangements described above, there is not an independent third party
involved on behalf of the relevant Portfolio Company and therefore such fees are not subject to a
market check. In such circumstances, a conflict of interest exists in the determination of any such
fees and other related terms in the applicable agreement with the Portfolio Company by virtue of
the Firm acting on behalf of both parties.
In addition, each Portfolio Company typically reimburses the Firm for all expenses incurred by
the Firm in providing the services above, including travel (which can include expenses for
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Item 7 – Types of Clients

As noted in Item 4 above, we provide investment advisory services to the Funds (which may be
organized as domestic or foreign limited partnerships, corporations, or other incorporated or
unincorporated entities). The Funds often require capital commitments of at least $10 million,
although a Fund’s governing documents typically allow for exceptions to these minimums in our
sole discretion. Limited partner interests in the Funds may generally be purchased only by
investors that are (i) “accredited investors,” as defined in Regulation D of the Securities Act, as
amended, (ii) “qualified purchasers” for purposes of section 3(c)(7) of the Investment Company
Act and (iii) “qualified clients,” as defined in Rule 205-3 under the Advisers Act.
Generally, the Funds’ investment advisory contracts with the Firm may be terminated upon the
removal of the Firm (or an affiliate) as the general partners of the Funds.