Transom Capital Group LLC

Item 5: Fees and Compensation

Transom provides investment advisory services to the Clients pursuant to investment advisory
agreements. The investment advisory agreements, together with the Governing Fund Documents,
set forth the specific Transom-affiliated entity which receives management or similar fees in
connection with the investment advisory services provided by the Advisor to the Clients. The
Governing Fund Documents describe fees, compensation and expenses in greater detail.

Management Fees

Transom currently receives annual management fees (the “Management Fees”) from the Funds,
which are paid quarterly. During the investment period, the Funds pay the Advisor a Management
Fee in respect of each Limited Partner (other than the Employee Investment Funds) equal to a
percentage multiplied by the commitment of such Limited Partner, as calculated as of the payment
date of such Management Fee. Following the investment period, the annual Management Fee
payable in respect of each Limited Partner (other than the General Partners) will equal a percentage
multiplied by the aggregate amount of capital invested by such Limited Partner in respect of
investments that have not been sold or otherwise disposed of less aggregate net unrealized losses
from such investments, as calculated as of the payment date of such Management Fee. Typically,
the percentage used to calculate Management Fees is 2.00% but may vary under applicable
Governing Fund Documents. The Governing Fund Documents generally permit the General
Partners, in their sole discretion, to reduce or waive the Management Fee payable in respect of any
Limited Partner, which reduction will inure solely to the benefit of such Limited Partner. Certain
waived portions of the Management Fee are treated by the Governing Fund 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 gross management fee percentages to fund any contribution that would otherwise be required
of the General Partner in connection with any such waiver or reduction as described above and, as
a result, the exercise of such waiver may result in an acceleration (or delay) of investor capital
contributions. Waived or reduced Management Fees are not subject to the Management Fee offsets
described above, and the amount of such waived or reduced Management Fees has the potential to
be significant. Due to waived or reduced Management Fees by the Advisor and/or timing of receipt
of compensation subject to offsets (as described above), it is possible that Management Fee offsets
will be delayed, or not applied with respect to certain Limited Partners that have elected not to

Form ADV Part 2 Brochure

receive an allocation of offset amounts resulting in an additional benefit to the Advisor. The
Co-Investment Funds and Employee Investment Funds are typically not charged Management
Fees. See also the discussion in Item 8 below (“Methods of Analysis, Investment Strategies and
Risk of Loss”–“Management Fees and Carried Interest”). Installments of the Management Fee
payable for any period other than a full quarterly period are adjusted on a pro rata basis according
to the actual number of days in such period.

Fee Income/Management Fee Offsets

 As more specifically described in the Governing Fund Documents, the General Partners, the
Advisor and their affiliates are generally authorized to receive transaction fees, consulting fees,
advisory fees, break-up fees and other similar fees (collectively, “Transaction Fees”), as well as
monitoring fees, consulting fees and other similar fees (collectively, “Monitoring Fees”), from
portfolio companies and prospective investments. Transom and its investment professionals are
also authorized to receive directors’ fees paid by portfolio companies in connection with a Client’s
investments (“Director Fees” and, together with Transaction Fees and Monitoring Fees, “Net
Offset Fees”).

Depending on the specific terms of each Fund’s Governing Fund Documents, the amount of fee
income available to offset Management Fees for such Fund is based upon such Fund’s allocable
share of such fees based on its respective ownership (or proposed ownership) of the actual or
proposed investment that generated such fee income. Generally, the Management Fees payable by
a Fund in respect of a Limited Partner will be offset by such Limited Partner’s pro rata share (based
on the Limited Partners’ relative commitments) of the sum of (i) a percentage of the Fund’s
allocable share of any Net Offset Fees, (ii) 100% of all placement fees paid or reimbursed by the
Fund and (iii) 100% of any organizational expenses paid or reimbursed by the Fund in excess of a
pre-determined cap on such expenses (as specified in each Fund’s Governing Fund Documents),
in the case of each of clauses (i) through (iii), to the extent not previously applied to reduce the
Management Fee. The percentage of Net Offset Fees that will offset the Management Fee for each
Fund will vary from 50% to 100% based on each Fund’s Governing Fund Documents. The
foregoing Management Fee offset is typically not applicable to Co-Investment Funds. 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, the balance will be distributed to the relevant General
Partner and applicable Limited Partners in the same priority as distributions of cash under the
relevant Governing Fund Document.

Management Fee offsets generally are performed on a net basis, after giving effect to certain
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Item 7: Types of Clients

Transom provides investment management and advisory services to the Clients (which exclusively
include private equity funds and related employee feeder funds and co-investment vehicles)
directly, subject to the direction and control of the affiliated General Partners of the Clients, and
not individually to the Limited Partners. The types of Limited Partners participating in the Clients
may include, but are not limited to, pension plans (corporate, state and foreign), endowments,
foundations, other pooled investment vehicles (e.g., funds-of-funds), trusts, estates or charitable
organizations, and corporate or business entities. The Clients are not registered under the
Investment Company Act, in reliance on an appropriate exemption.

The minimum commitment for a Limited Partner is outlined in the Governing Fund Documents;
however, the General Partners maintain discretion to accept less than the minimum investment
threshold. Limited Partners are required to meet certain suitability qualifications, such as being an
“Accredited Investor” as defined in Rule 501(a) of Regulation D under the Securities Act. Also,
details concerning applicable Limited Partner suitability criteria are set forth in the Governing
Fund Documents furnished to each Limited Partner.

The General Partners, the Advisor and/or the Clients, without the approval of any Limited Partner,
generally enter into side letters or similar written agreements (each, a “Side Letter”) with one or
more Limited Partners whereby, in consideration for agreeing to invest certain amounts in a Client
and other consideration deemed appropriate (such as regulatory or tax considerations), such
Limited Partners are granted economic, information and/or other rights related to their investment
in a Client that are more favorable than those rights granted to the Limited Partners generally under
the Governing Fund Documents. A Side Letter will have the effect of establishing rights under, or
altering or supplementing the terms of, the Governing Fund Documents with respect to such
Limited Partners. See also the discussion in Item 8 below (“Methods of Analysis, Investment
Strategies and Risk of Loss”–“Agreements with Certain Limited Partners”).

Transom or its affiliates may establish Parallel Funds, Feeder Funds, AIVs and/or other special
purpose vehicles for the purpose of addressing tax, regulatory and/or structural issues, and/or
facilitating certain investments by one or more Clients and/or investors. Prospective investors are
referred to the Governing Fund Documents of the applicable Client for complete details on any
Parallel Fund or Feeder Fund that may be established in respect of such Client and such Client’s
ability to make investments through AIVs or special purpose vehicles. Certain Limited Partners
may participate in portfolio company investments of the applicable Client directly or indirectly

Form ADV Part 2 Brochure

through AIVs structured as “blocker corporations” (and bear the burden of taxes and certain other
expenses and, to the extent feasible, reductions in proceeds incurred in connection with the
formation and operation of such “blocker corporation”) while other investors (including the
applicable General Partner) participate through a tax transparent AIV without an intervening
“blocker corporation.” This will create conflicts for Transom and its affiliates, particularly in
structuring an exit from such investments given the varying tax implications to Transom and its
affiliates and the investors in the applicable Clients resulting from different exit structures. Returns
from such investments to Transom and its affiliates, including in respect of their carried interest,
typically would not be reduced by any taxes, other expenses or reductions in proceeds borne by
any investor in a Client participating in such investments directly or indirectly through a “blocker
corporation.” In addition, the tax consequences to the applicable General Partner and its beneficial
owners with respect to tax items realized by such Client (including the tax rates applicable to
income and gains and the extent to which tax items are deductible or otherwise result in a tax
benefit) will be different than the tax consequences to the investors in such Client and its beneficial
owners from such tax items. Transom may also consider the tax objectives of the General Partners
and their respective beneficial owners and may elect to utilize AIVs to achieve such tax objectives
(including in connection with the structure of investments made by the Clients, the manner (and
timing) in which investments are disposed of, and the form, nature and timing of distributions
made by the Clients to their Limited Partners).