TriGuard Management LLC

Fees and Compensation

Fee Schedules; Deduction of Fees; Timing of Payments; Termination

The TriGuard Funds are typically charged an annual management fee equal to a percentage of
capital commitments to the TriGuard Funds, payable each quarter in advance, and certain
performance allocations that are calculated and charged based on a share of capital gains on or net
income from the assets of the TriGuard Fund. The performance allocations are generally payable
as income or proceeds are realized from investments held by the TriGuard Fund.

The management fee will not be based on a TriGuard Fund’s net asset value, and therefore will
not be reduced in connection with any impairments, write downs or other losses in value (whether
temporary or permanent) of any TriGuard Fund’s investments.

All investors and prospective investors in the TriGuard Funds should review the Governing
Documents of the relevant TriGuard Fund in conjunction with this Brochure for complete
information on the fees and compensation payable with respect to a particular TriGuard Fund.
Different TriGuard Funds may be subject to different management fees and performance-based
compensation arrangements. Investors and prospective investors in each TriGuard Fund should
note that similar advisory services may (or may not) be available from other investment advisers
for similar or lower fees. All clients are “qualified purchasers” as defined in Section 2(a)(51) of
the U.S. Investment Company Act of 1940, as amended (together with all rules and regulations
promulgated thereunder, the “Investment Company Act”), and therefore TriGuard has not included
specific fee information in response to this Item.

As a general matter, TriGuard will charge and deduct advisory fees directly from the TriGuard
Funds pursuant to the terms of the Governing Documents. Payment of advisory fees is generally
made quarterly in advance and in accordance with the terms of the Governing Documents. Please
refer to the Governing Documents of each of the TriGuard Funds for complete information on the
timing of advisory fee payments. The agreement pursuant to which TriGuard provides advisory
services to a TriGuard Fund may generally only be terminated upon the termination of the limited
partnership agreement of the TriGuard Fund. Accordingly, the Governing Documents of each
TriGuard Fund do not contain any provision for refunds of any advisory fees. However, upon
termination of any investment management agreement, any prepaid, unearned fees will be
promptly refunded (determined on a pro rata basis based on the number of days elapsed in the
applicable payment period), and any earned, unpaid fees will be due and payable.

Other Fees and Expenses

In addition to the advisory fees payable to TriGuard, each TriGuard Fund will incur certain charges
imposed by third parties, including, but not limited to: any sales or other taxes, fees or government
charges which may be assessed against the TriGuard Fund; expenses attributable to activities with

respect to the identifying, investigating, structuring, evaluating, diligencing, organizing,
negotiating, consummating, financing, refinancing, acquiring, bidding on, owning, managing,
monitoring, operating, holding, hedging, restructuring, trading, selling, valuing, winding up,
liquidating, or otherwise disposing of, as applicable, the TriGuard Fund’s actual and potential
investments or seeking to do any of the foregoing (including any associated legal, accounting,
financing, commitment, transaction or other fees and expenses payable to attorneys, accountants,
investment bankers, lenders, third-party diligence software and service providers, consultants and
similar professionals in connection therewith), whether or not any contemplated transaction or
project is consummated and whether or not such activities are successful; reverse breakup,
termination and other similar fees; filing, title, transfer, registration and other similar fees and
expenses; commissions or brokerage fees, custodial, trustee, agent, bank and other bank service
fees, financing, commitment, origination and similar fees, loan administration, underwriting
(including both commissions and discounts) or similar charges incurred in connection with the
purchase or sale of securities (including any merger fees payable to third parties and whether or
not any such purchase or sale is consummated); expenses incurred in connection with complying
with provisions in a TriGuard Fund’s side letters or similar agreements (including “most favored
nation” provisions), any fee, cost, expense, liability or obligation relating to any alternative
investment vehicle of a TriGuard Fund or its activities, business or actual or potential investments;
expenses of members of a TriGuard Fund’s advisory board incurred in connection with their duties
(including travel-related costs and expenses); the costs and expenses (including travel-related
expenses) of annual or special meetings of a TriGuard Fund’s advisory board and a TriGuard Fund
otherwise holding meetings or conferences with the TriGuard Fund’s limited partners or their
representatives, whether individually or in a group, including costs and expenses associated with
the presence of the TriGuard Fund’s lawyers, accountants or other advisers at such annual or
special meetings or such other meetings or conferences; costs and expenses associated with
preparation of the TriGuard Fund’s financial statements, Schedules K-1 and other tax-related
information, tax returns and the TriGuard Fund’s reports to the TriGuard Fund’s partners;
technology-related expenses, including, without limitation, costs and expenses of technology
service providers and related software/hardware (including, without limitation, with respect to
accounting, financial, documents and client management software, sending secure
communications to the TriGuard Fund’s partners and the preparation of financial statements, tax
...

Types of Clients

TriGuard provides advice to the TriGuard Funds, each of which is a pooled investment vehicle.
TriGuard and/or its affiliates may establish certain alternative investment vehicles, parallel funds
and/or special purpose vehicles (collectively, “AIVs”) for the purpose of addressing tax, regulatory
and/or other issues, and/or facilitating certain investments by one or more TriGuard Funds and/or
investors. Prospective investors in the TriGuard Funds are requested to refer to the Governing
Documents of the applicable TriGuard Fund for complete details on any AIV that may be
established by the TriGuard Fund and such TriGuard Fund’s ability to make investments through
AIVs.

Minimum Investment Requirements

TriGuard and its related persons generally require that each limited partner in each of the TriGuard
Funds be an “accredited investor” as defined in Regulation D under the U.S. Securities Act of
1933, as amended (the “Securities Act”) and/or a “qualified purchaser” as defined in Section
2(a)(51) of the Investment Company Act. The limited partners of the TriGuard Funds may include
high net worth individuals, corporations, funds of funds, financial institutions, endowments,
foundations, trusts, estates, sovereign wealth funds, and public and private pension and profit
sharing plans.

In general, the minimum investment commitment required of an institutional limited partner to
participate in a TriGuard Fund is $10,000,000; however, the general partner of each TriGuard Fund
has discretion to increase or reduce the minimum investment commitment. Investors in the
TriGuard Funds are requested to refer to the Governing Documents of each TriGuard Fund for
complete information on minimum investment requirements for participation in a particular
TriGuard Fund.

Methods of Analysis, Investment Strategies and Risk of Loss

Investment Strategy

TriGuard’s primary investment strategy is to acquire, hold and realize investments in “secondary”
interests in private equity funds and other private investment funds. TriGuard emphasizes
“underwriting-oriented” interests in its strategy, which are typically interests of a fund that is of a

comparatively early vintage, more completely funded and that holds a portfolio of seasoned
investments that can be analyzed by the buyer.