TRM Advisors LP

Item 5: Fees and Compensation

We generally are compensated for our advisory services to the Fund based on a percentage
of assets under management and performance-based amounts. The specific terms for the
compensation of TRM by the Fund are dictated by the Fund’s governing documents.

Management Fee

The Fund will pay the Manager or one of its affiliates a fee (the “Management Fee”) for
management and administrative services, which fee will be paid quarterly in advance. From the
initial closing of the Fund through the end of the quarterly period in which the earlier of (i)
the end of the Investment Period and (ii) the date a Successor Fund with aggregate capital
commitments equal to or greater than the aggregate Commitments to the Fund begins to
accrue a management fee occurs (the “Fee Reduction Date”), the Management Fee will
equal 2.50% per annum of the aggregate Commitments of the Partners. Beginning with the
calendar quarter after the Fee Reduction Date through the end of the calendar quarter
including the tenth anniversary of the Final Closing Date (the “Second Fee Reduction
Date”), the Management Fee will be reduced by 10% per annum. For each successive annual
period until the date that is three years after the end of the term of the Fund, the Management
Fee will equal the product of (a) 1.50% multiplied by (b) the aggregate cost of investments held
by the Fund (excluding the cost of all or any portion of investments that have been disposed

TRM Advisors LP                                                               Form ADV Part 2A

of or written-off as worthless), determined with respect to the last day of the calendar quarter
immediately preceding such annual period.

Carried Interest

The General Partner is apportioned carried interest distributions from the Fund (“Carried
Interest”) based on the net cash proceeds attributable to the Fund’s investments. The Firm
or the General Partner may reduce, waive or calculate differently the Carried Interest for
certain Investors, including members, employees and affiliates of the General Partner, the Firm
and their respective affiliates.

The Carried Interest is typically 20% of the total distributions, after a full return of contributed
capital to the Investors, plus an 8% preferred return. Investors and prospective investors
should refer to the Fund Documents for additional or supplementary information regarding
the Fund as well as the fees paid by the Fund.

Expenses

Organizational Expenses:

The Fund will bear, directly or through reimbursement of the General Partner or its affiliates,
all of the costs and expenses related to the organization and the offer and/or sale of interests
in the Fund, the General Partner, the GP LLC and their affiliates, including costs related to the
formation of such entities, legal fees and expenses (including in relation to organizational and
governing documents, diligence responses, disclosure documents, legal opinions and side
letters and similar arrangements), accounting fees and expenses, structuring costs, travel
(including business class commercial travel), accommodations and meals, costs and expenses
relating to marketing the Fund and/or meetings with Limited Partners, and other expenses
relating to the offering and sale of interests in the Fund and its affiliates (the “Organizational
Expenses”); provided that the Management Fee will be reduced by Organizational Expenses
in excess of $850,000 and by any placement fees paid by the Fund.

Fund Expenses:

The Fund will be responsible for all costs and expenses of the Fund to the extent not
reimbursed by a portfolio company or prospective portfolio company, including all costs and
expenses related to the Fund and its activities, including, without limitation, Organizational
Expenses; the Management Fee; any placement fees; corporate finance fees; any taxes, fees or
government charges that may be assessed against the Fund; all costs and expenses (including,
without limitation, interest on money borrowed by the Fund, the General Partner or the
Manager on behalf of the Fund, commissions and brokerage, custodial and other fees) incurred
in connection with the business, affairs, and operations of the Fund, including the sourcing,
due diligence, investigating, developing, negotiating, structuring, acquiring, trading, selling,
monitoring, holding, refinancing, transfer and disposing of any actual or prospective portfolio
investments (whether or not consummated), including all commission, brokerage, placement,
merger, underwriting, registration, tax advisory, professional or consulting fees and expenses;
legal fees, accounting expenses and reasonable travel expenses (including business class
commercial travel) incurred in connection with Fund activities; expenses related to meetings
and business-related entertainment with Portfolio Company personnel, intermediaries, and
personnel affiliated with prospective portfolio companies or prospective strategic partners of
portfolio companies; all expenses relating to any litigation, investigation, proceeding or audit,

TRM Advisors LP                                                              Form ADV Part 2A

and any threatened litigation, investigation, proceeding or audit involving the Fund, the General
Partner or the Manager related to the business or activities of the Fund, including the costs of
prosecuting or defending any legal, regulatory, administrative or other action (including
settlement or review of business activities) of, for or against the Fund, the General Partner or
the Manager related to the business of the Fund; expenses attributable to legal, consulting
(including professional due diligence services and for “expert networks”), financing, custodial,
auditing, administrative and accounting services provided to the Fund and the General Partner
(including, without limitation, expenses associated with the preparation of financial statements,
...

Item 7: Types of Clients

We deem the Fund to be our Client, along with any other privately pooled investment vehicles
or special purpose vehicles we may advise. We require prospective investors to make
representations concerning their financial sophistication and ability to bear the risk of loss of
their entire investment. Our Investors must be “accredited investors” under Regulation D of
the Securities Act of 1933, as amended (the “Securities Act”), be able to enter into a
performance fee arrangement under the Advisers Act (i.e., “qualified clients” under Rule 205-
3 of the Advisers Act) and be “qualified purchasers” under Section 2(a)(51)(A) of the
Investment Company Act of 1940, as amended.

The minimum initial investment in the Fund is generally $0.