Truelink Capital Management LLC

Item 5: Fees and Compensation

Item 5A., 5B., and 5C.
Truelink or its affiliated General Partner entities receive fees from the Funds and their portfolio
companies in connection with the Firm’s investment management services. The Firm, through the
affiliated General Partner entity for each Fund has the right and ability to modify the fees paid by
their respective limited partnerships. Fees are negotiable on a case-by-case basis. Additionally,
consistent with the operative documents of a Fund, the Fund typically bears certain out-of-pocket
expenses incurred by Truelink in connection with the services provided to the Fund and/or the
portfolio companies. Further details about certain fees and expenses are set forth in more detail
below. Investors should review the applicable Fund’s Governing Documents (as defined below)
for details regarding fee structure and expenses.

Management Fees
Subject to the terms and conditions of the Agreement of Limited Partnership of each entity
comprising the Fund (collectively, as amended, restated, waived or otherwise modified from time
to time, the “Partnership Agreement”) between Truelink’s affiliated General Partner entities and
the limited partners in each Fund (individually “Limited Partner” and collectively “Limited
Partners”), the relevant private memoranda or other offering documents (each a “Memorandum”),
or other operating agreements of the Funds (collectively, together with any relevant Partnership
Agreement and Memorandum, the “Governing Documents”), Truelink is expected to receive a
management fee from each Fund as set out in the respective Partnership Agreement (the
“Management Fee”). Generally, the Management Fee is payable quarterly and equal to 2% of each
Fund’s capital commitments (“Commitments”). The Management Fee borne by any Fund is
generally reduced in certain circumstances during a Fund’s term. As a general matter, Management
Fees will be payable during term extensions unless otherwise agreed with investors.

As indicated above and as is generally the case in private equity funds, the Governing Documents
provide that a Fund’s Management Fees will be calculated and charged on a basis that generally
is not tied to the Fund’s then-current net asset value. As further specified in the Governing
Documents, from the effective date of the relevant Fund until a date specified in the Governing
Documents (the “Stepdown Date”), Management Fees generally will be charged and calculated
based on a formula tied to the amount of the relevant Fund’s aggregate commitments. Further,
after the Stepdown Date, Management Fees generally will be charged and calculated based on a
formula tied to the amount of investment contributions (including, where applicable, a Fund
borrowing component and the amount of any capitalized Other Fees (as defined below) or
expenses, including expenses of the Special Consultants) made by the relevant Fund that have not
been disposed of or completely written off for U.S. federal income tax purposes (such investments,
“Impaired Value Investments”).

Under the Governing Documents, where the fair market value of an investment exceeds the total
amount of investment contributions relating to such investment, post-Stepdown Date Management
Fees will not be calculated based upon such appreciated value, and will instead continue to be
calculated based on the amount of such investment contributions. Conversely, the Governing
Documents do not require Management Fees to be reduced or refunded following the occurrence
of a writedown, decrease (including a significant decrease) in fair value or other event not

constituting a complete realization, such as a partial sale or disposition, reorganization,
recapitalization (including recapitalizations involving dividends), roll-over investment in
connection with a sale or dividend distribution, except in the case of investments meeting the
relevant Impaired Value Investment standard under the Governing Documents. For the avoidance
of doubt, following the Stepdown Date, if the fair market value of an Impaired Value Investment
is less than the total amount of investment contributions relating to such Impaired Value
Investment, then the amount of Management Fees otherwise payable relating to such investment
will be reduced solely based on the ratio of the fair market value of each relevant remaining
investment(s) as compared against the amount of total investment contributions relating to such
investment(s) as of the date of the relevant event.

As a result, and as is generally the case for private equity funds, the amount of Management Fees
generally will not correspond with fluctuations in the net asset value of individual investments or
of a Fund, including following the relevant investment period, and will not be reduced in
connection with any write downs (whether temporary or permanent), except in the case of Impaired
Value Investments. Except where the Governing Documents expressly provide to the contrary,
Management Fees will not be reduced (in whole or in part) in the case of partial sales or
dispositions, distributions (e.g., those resulting from recapitalizations including dividend
recapitalizations or partial sale) or reorganizations, restructurings, roll-over investments,
extraordinary dividends or similar transactions, in each case in circumstances that do not result in
the complete disposition of the relevant Fund’s interest therein, and even in cases where the value
of the Fund’s investment or the Fund’s ownership percentage in such investment has been reduced
(including substantially reduced) as a result of such transaction.

In many circumstances, the post-Stepdown Date Management Fees will include capitalized
transaction-specific fees and expenses of unrealized investments, including certain fees (such as
Other Fees) and expenses paid to third parties, the Adviser or its affiliates. Further, Management
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Item 7: Types of Clients

As detailed in Item 4, Truelink through affiliated general partnerships provides investment
advisory services on a discretionary basis to privately offered pooled investment vehicles
organized as limited partnerships. Investment advice is provided directly to the Funds and not
individually to investors in such Funds. Investors in the limited partnerships must be accredited
investors within the meaning of Regulation D promulgated under the U.S. Securities Act of 1933,
as amended, and, unless waived in the discretion of the General Partner, qualified purchasers
within the meaning of the 1940 Act. Investors are expected to include, among others, high net
worth individuals, banks, thrift institutions, public and private pension and profit-sharing plans,
trusts, estates, charitable organizations, university endowments, corporations, limited partnerships
and limited liability companies or other entities. Generally, the Funds have a minimum investment
amount of $10 million. Such investment amount may be waived by the General Partner.

For legal, tax, regulatory, or other reasons, Truelink is authorized to form one or more alternative
investment entities to make, restructure, and/or otherwise hold investments, including outside the
Funds. Generally, in such event, each investor that participates in an alternative investment vehicle
would do so on substantially the same terms and conditions as it participates in the Funds.