TSPI LP

Item 5. Fees & Compensation
        In general, Sightway receives a management fee and carried interest in connection with
advisory services provided to the Sightway Funds. Two Sigma entities or affiliates are entitled to
receive additional compensation in connection with management and other services performed for
portfolio investments of the Funds and such additional compensation will not, in all cases, offset
management fees otherwise payable to Sightway to the extent provided by the applicable Fund
Agreement. In addition, in certain circumstances Sightway receives compensation for management
and other services performed in connection with co-investments made in portfolio investments of
the Funds. Investors in the Funds also bear certain expenses.

Management Fees

        Sightway Funds: The Sightway Funds will generally pay the Adviser or its affiliate,
quarterly in advance, a management fee (the “Sightway Fund Management Fee”), as more fully
described in the applicable Sightway Fund’s Fund Agreement. Investors participating in a closing
after the initial closing of a Sightway Fund typically bear the Sightway Fund Management Fee
from the date of the initial closing. As more fully described in applicable Fund Agreement, the
Sightway Fund Management Fee payable is typically reduced by an amount equal to certain fees
(“Transaction Fees”) received by certain persons affiliated with Sightway. Subject to the terms of
the applicable Fund Agreement, Transaction Fees include certain closing fees, investment banking
fees, commitment fees, breakup fees, litigation proceeds from transactions not consummated,
monitoring fees, consulting fees, directors’ fees and other similar fees (whether in the form of cash,
securities or otherwise) received from portfolio investments or prospective investments, less
certain reimbursements. The applicable Fund Agreement specifies certain amounts that do not
offset the Sightway Fund Management Fee. As described in greater detail in the following
paragraphs, the amount of management fees generally will not be reduced based on reductions in
investment value, except where specified by the applicable Fund Agreement. As a general matter,
the Sightway Fund Management Fee will be payable during term extensions unless otherwise
agreed with investors.

         As is generally the case in private equity funds, the Fund Agreements provide that the
Sightway Fund Management Fee will be calculated and charged on a basis that generally is not
tied to such Sightway Fund’s then-current net asset value. As further specified in the applicable
Sightway Fund’s Fund Agreement, for the period from the effective date of the Sightway Fund
until the expiration of its term, Sightway Fund Management Fees generally will be charged based
on the amount of the relevant Sightway Fund’s aggregate investment contributions made or
payable (including, as required by the applicable Fund Agreement, a Fund borrowing component
(including interest expenses) and the amount of any capitalized fees and expenses associated with
a portfolio company (as detailed below)) for portfolio investments (or the portion thereof, as
applicable) that have not been (i) disposed of or realized (in whole or in part), (ii) completely
written-off for U.S. federal income tax purposes, or (iii) otherwise written-off or permanently written
down in a manner that requires a reduction in the Sightway Fund Management Fee base pursuant
to the applicable Sightway Fund’s Fund Agreement (such investments with a reduced Sightway
Fund Management Fee base pursuant to the applicable Fund Agreement as a result of (i), (ii) or
(iii) above, as applicable, “Impaired Value Investments”). Such calculation methodology is further
specified in the applicable Sightway Fund’s Fund Agreement. Due to differences in the criteria set

forth in their respective Governing Documents, in the event where more than one Fund participates
in an investment, there is the possibility that an investment will become an Impaired Value
Investment for purposes of one Fund’s Governing Documents but not those of one or more other
Funds.

        Pursuant to the Sightway Funds’ Fund Agreements, even where the fair market value of an
investment falls below the total amount of investment contributions relating to such investment,
Sightway Fund Management Fees will generally not be calculated based upon the depreciated
value (other than depreciation resulting in an investment being an Impaired Value Investment
pursuant to the applicable Fund Agreement), and will instead continue to be calculated based on
the amount of investment contributions as described above. Conversely, the Sightway Funds’ Fund
Agreements generally do not require the Sightway Fund Management Fee to be reduced or
refunded following the occurrence of a write-down, decrease (including a significant decrease) in
fair value or other event not constituting a disposition or 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 to the extent such event
results in an investment meeting the relevant Impaired Value Investment standard under the
applicable Sightway Fund’s Fund Agreement.

        As a result, and as is generally the case for private equity funds, the amount of Sightway
Fund Management Fees generally will not correspond with fluctuations in the net asset value of a
Sightway Fund’s individual investments, including following the relevant investment period, and
will not be reduced or refunded in connection with any write-downs (other than permanent write-
downs to the extent specified in the applicable Sightway Fund’s Fund Agreement), except in the
case of Impaired Value Investments. The applicable Sightway Funds’ Fund Agreements set forth
the full list of terms under which Sightway Fund Management Fees will be reduced, offset or
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Item 7. Types of Clients
        The Adviser’s Sightway Capital business currently provides investment advice solely to
the Funds and certain related co-investment vehicles where applicable. References throughout this
Brochure to “clients” and to the Adviser’s related duties to and practices on behalf of its clients
and/or investors should be construed accordingly. The TSPI Fund is a limited liability company
formed under laws of the State of Delaware and operated as an exempt investment pool under the
U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”). The
Sightway Funds consist of limited partnerships formed under laws of the Cayman Islands and
operated as private funds exempt from registration under the Investment Company Act.

        The investors participating in the Sightway Funds, and any respective co-investment
vehicle, generally include individuals, banks or thrift institutions, other investment entities,
university endowments, sovereign wealth funds, family offices, pension and profit sharing plans,
trusts, estates or charitable organizations or other corporations or business entities and often
include, directly or indirectly, principals or other personnel (or their estate planning or other similar
vehicles) of Sightway and its affiliates and members of their families. The investors participating
in the TSPI Fund include, directly or indirectly, current or former partners or personnel of the
Adviser and its affiliates or their estate planning vehicles (or other similar investors).

        The relevant general partner also is generally permitted to establish Funds that are
alternative investment vehicles in order to permit certain investors to participate in one or more
particular investment opportunities in a manner desirable for tax, regulatory or other reasons.
Alternative investment vehicle sponsors generally have limited discretion to invest the assets of
these vehicles independent of limitations or other procedures set forth in the organizational
documents of such vehicles and the Fund Agreement of such related Fund.

        With respect to the Sightway Funds and the TSPI Fund, initial and additional subscription
minimums, if any, are disclosed in the relevant Memorandum or Fund Agreement, as applicable.
Sightway is generally permitted to waive, reduce or modify such subscription minimums, subject
to certain limitations in accordance with applicable law or regulation.