Truarc Partners LP

Item 5         Fees and Compensation
TruArc, the General Partners and/or their respective affiliates will receive compensation in the form
of management fees, carried interest distributions and certain other fees (including, but not limited
to, upfront fees, original issue discount, arranging fees, commitment fees, administrative fees, agent
fees, advisory fees, consulting fees, closing fees, transaction fees or other fees) associated with
investments or proposed investments or commitments made by the Funds, fees in connection with
transactions that are not completed (i.e., break-up fees), directors’ fees (including, but not limited
to, cash, equity/stock, options and warrants) and/or monitoring fees from portfolio companies. In
addition, the Funds will be charged for certain expense reimbursements. Detailed descriptions of
fees, compensation and expenses borne by investors in a Fund are further described in the relevant
Fund Offering Documents.

Management Fees

Generally speaking, a management fee will be payable quarterly in advance by each Fund to the
Management Company in an amount equal to the aggregate of the following amounts with respect
to each investor that is subject to a management fee: (a) until the earlier of (x) the expiration or
termination of such Fund’s commitment period and (y) the date on which the Management
Company or any of its affiliates actually receives a management fee in respect of a Fund with overall
investment objectives substantially similar to those of such Fund (the earlier of (x) and (y), the
“Step-Down Date”), the applicable Management Fee Percentage (defined below) per annum of the
commitment of such investor and (b) thereafter, the applicable Management Fee Percentage per
annum of the portion of the commitment of such investor funded thereby, whether or not returned
to such investor, in respect of portfolio investments (including amounts funded in respect of
Expenses (defined below) which are directly attributable to portfolio investments as determined by
the relevant General Partner in its reasonable discretion) and any bridge financings which have not
been refinanced, disposed of or otherwise repaid (with such funded amounts being deemed to
include borrowings under any credit facility made by such Fund in lieu of capital contributions,
until contributions are actually contributed to such Fund by such investor to repay such borrowings).

“Expenses” with respect to each Fund means any and all fees, costs, and expenses incurred by the
relevant General Partner, the Management Company, such Fund’s tax representative, members of
the limited partner advisory committee of such Fund and their respective affiliates and their
respective employees, agents, advisors, managers, officers, directors, members, partners or
shareholders in the conduct of the activities of such Fund, including, without limitation,
Organizational Expenses (defined below) and Operating Expenses (defined below) with respect to
such Fund.

The management fee commenced to accrue on the effective date of each Fund and will cease to
accrue on the date on which each Fund completes its liquidation. Other than with respect to the
management fee that may be payable on the initial closing or on any subsequent closing of each
Fund, the management fee will be payable not earlier than each January 1, April 1, July 1 and
October 1 (or, in each case, the immediately following business day) for the respective quarterly
periods beginning January 1, April 1, July 1 and October 1 of each year. The management fee for
any period in which the Management Company serves as investment manager for less than a full
quarterly period will be prorated on the basis of the number of days in such period compared to the
actual number of days the assets were managed by the Management Company during such period.
The management fee will be determined in respect of all commitments made by investors who bear
management fees as of the initial closing, including commitments made after the initial closing. The
management fee will be subject to reduction as set forth in “Transaction Fees, Break-up Fees, and
Monitoring Fees” described below.

“Management Fee Percentage” with respect to Fund IV means:

(i) prior to the Step-Down Date,

(A)    with respect to each investor with (x) a commitment of $150 million or greater or (y) (1) a
commitment equal to or greater than $100 million, but less than $150 million, and (2) who is
admitted to Fund IV as of the initial closing, 1.75%; and

(B)     with respect to each other investor, 2.0%;

(ii) and thereafter,

(A)    with respect to each investor with a commitment equal to or greater than $200 million,
1.20%;

(B)     with respect to each investor with (x) a commitment equal to or greater than $150 million,
but less than $200 million, or (y) (1) a commitment equal to or greater than $100 million, but less
than $150 million, and (2) who is admitted to Fund IV as of the initial closing, 1.35%; and

(C)     with respect to each other investor, 1.5%.

The Step-Down Date in Fund IV has already occurred.

“Management Fee Percentage” with respect to SOF means: (i) prior to the Step-Down Date, with
respect to each investor, 2.0%; and (ii) thereafter, with respect to each investor, 1.5%.

“Management Fee Percentage” with respect to Fund V means:

(i) prior to the Step-Down Date,

(A)    with respect to each investor with (x) a commitment of $150 million or greater or (y) (1) a
commitment equal to or greater than $100 million, but less than $150 million, and (2) who is
admitted to Fund V as of the initial closing, 1.75%; and

(B)     with respect to each other investor, 2.0%;

(ii) and thereafter,

(A)     with respect to each investor with (x) a commitment equal to or greater than $150 million
or (y) (1) a commitment equal to or greater than $100 million, but less than $150 million, and (2)
who is admitted to Fund V as of the initial closing, 1.35%; and
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Item 7         Types of Clients

TruArc provides discretionary investment management services to pooled investment vehicles such
as Fund IV, SOF and Fund V. TruArc does not provide specific investment advice with regard to
the investors within the Funds.

The minimum commitment to Fund IV, SOF and Fund V by any investor will be $5 million in each
case, although each General Partner reserves the right to accept commitments of lesser amounts in
its sole and absolute discretion.

Each Fund only admits sophisticated investors that are “accredited investors,” as defined in Rule
501(a) of Regulation D under the Securities Act of 1933, and “qualified purchasers” (or
“knowledgeable employees”), as defined in the Investment Company Act of 1940 (the “IC Act”)
and the rules thereunder.

Each General Partner, on behalf of each respective Fund, will enter into Side Letters with certain
investors which provide such investors with additional or different rights than such investors have
pursuant to the relevant Fund Offering Documents. As a result of such Side Letters, certain investors
have received additional rights (which may include expanded informational rights or preferential
economic terms) which other investors have not and will not receive. The Management Company
and the General Partners are not required to notify any investor of any such Side Letters or any of
the rights or terms or provisions thereof, and are not required to offer such additional or different
rights or terms to any investor. Further information regarding Side Letters is included in Item 8
below.