TrueBridge Capital Partners LLC

Item 5: Fees and Compensation

The Investment Vehicles are generally charged a fee consisting of (1) an annual “management
fee” (that is payable quarterly in advance); and (2) 20% of the cumulative partnership profits
which are allocated to the respective general partners of the Investment Vehicle, each a
TrueBridge affiliated entity (each a “General Partner”). TrueBridge performs the
administrative and management services for each Investment Vehicle pursuant to a contract
with its General Partner.

Each Investment Vehicle pays its General Partner an annual management fee (the
“Management Fee”), payable quarterly in advance, ranging between .25% and 2% of
aggregate commitments. Commencing with the sixth anniversary of the initial closing, and on

TrueBridge Capital Partners, LLC                                             Form ADV Part 2A
each anniversary date thereafter, the Management Fee is reduced by 10% of the Management
Fee for the immediately preceding 12-month period and is reduced further during each
Investment Vehicle’s extension years as governed by each Investment Vehicle’s limited
partnership agreement or similar governing documents. In addition, the Management Fee is
reduced by: (i) 100% of any directors’ fees, financial consulting fees or advisory fees earned by
the General Partner or TrueBridge from portfolio funds or their underlying portfolio
companies; (ii) 100% of any transaction fees paid by portfolio funds or their underlying
portfolio companies to the General Partner or TrueBridge; (iii) 100% of any break-up fees
from transactions not completed that are paid to the General Partner or TrueBridge; and (iv)
the amount, if any, of any capital contribution that such General Partner was deemed to have
made (rather than making such capital contribution in cash).

In addition to the aforementioned fees, some of the Investment Vehicles are fund-of-funds
and/or make investments in private equity funds and, as such, bear fees paid by such portfolio
private equity funds to their respective managers and/or general partners. These fees are likely
to include a fixed management fee, which generally ranges from 1% - 2% on an annual basis
and, in most cases, a performance incentive arrangement, which generally ranges from 10% -
30% of the capital appreciation in the portfolio private equity fund’s investment. Accordingly,
it is important for Investors to understand that they bear a second level of fees in some of the
Investment Vehicles that would not be charged to an investment vehicle that makes direct
investments in private companies.

Organizational Expenses:

The Investment Vehicles reimburse TrueBridge (or their respective General Partners) for up
to $1,500,000 of the organizational and start-up expenses of such Investment Vehicles and
their respective General Partners or managers. Such organization start-up expenses include
legal, travel, accounting, filing, capital raising (including software license fees for software used
to manage the investor subscription process) and other organizational expenses
(“Organizational Expenses”). Additionally, the respective General Partners bear the cost
(through a reduction to the Management Fee or otherwise) of any placement fees payable to
any placement agent in connection with the formation of the Investment Vehicles.

Other Expenses:

TrueBridge and/or the respective General Partner pays all ordinary administrative and
overhead expenses, including employees’ salaries, rent, utilities, etc. In addition to the
Management Fee and Organizational Expenses, the Investment Vehicles pay all other costs and
expenses of the Investment Vehicles that are not reimbursed by portfolio funds, including:

        •    Legal;
        •    Auditing;
        •    Consulting;
        •    Financing;
        •    Advisory services;
        •    Investment and commercial banking;
        •    Accounting, tax and custodian;
        •    Fund administration (including outsourced administration);
        •    Appraisal services related to the Investment Vehicles;
        •    The preparation of the Investment Vehicles’ financial statements, tax returns,
             reports and Schedule K-1s;
        •    Public notice costs;
        •    Out-of-pocket expenses incurred in connection with due diligence related to a
             potential portfolio fund investment or transactions not consummated;
        •     Attendance at portfolio funds’ meetings;
        •    Advisory Committee (as defined below) and annual meetings of the Limited
             Partners;

TrueBridge Capital Partners, LLC                                         Form ADV Part 2A
       • Insurance to protect the Investment Vehicles, the General Partner and TrueBridge
           and any of their directors, officers, employees or agents in connection with the
           activities of the Investment Vehicles;
       • Expenses associated with the acquisition of investments and distributions of
           securities;
       • Purchase, holding and disposition of securities and investments, including
           extraordinary expenses (such as litigation, threatened litigation, judgements or
           settlements, if any);
       • Indemnification expenses;
       • Dissolution and liquidation costs and expenses;
       • Principal and interest on, and fees and expenses arising out of, borrowings;
       • Any restructuring or amendments to the constituent documents of the
           Investment Vehicles;
       • Formation, organization, management, operation. Dissolution, liquidation and
           winding up of any special purpose vehicles in connections with the Investment
           Vehicles;
       • The default of any Investor to pay capital contribution;
       • Unreimbursed transfer expenses;
       • Registration, administration and ongoing compliance (including fees, costs and
           expenses relating to CFIUS);
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