TTCP Management Services LLC

FEES AND COMPENSATION

         In general, Truehelm receives a management fee (“Management Fee”) and a carried interest in
connection with advisory services. Truehelm and/or its affiliates are permitted to receive additional
compensation in connection with management and other services performed for portfolio companies of the
Funds and such additional compensation will offset in whole or in part the Management Fees otherwise
payable to Truehelm solely to the extent provided in each Fund’s Governing Documents. Investors in the
Funds also bear certain Fund expenses. The following is a general description of fees, compensation and
expenses of Fund I, Fund II, Fund III and the Middle Market Fund. Differences exist among Funds, and
certain Funds do not charge certain fees, compensation, or expenses that other Funds charge. For example,
Truehelm provides investment advisory services to the Truehelm Executive Fund Program which is
organized to facilitate co-investments alongside other Funds or other, unaffiliated private equity funds, and
investors in the Truehelm Executive Fund Program generally do not pay any ongoing Management Fees.
Prospective and existing Fund investors should review the relevant Fund’s Governing Documents for
details regarding its fees, compensation, and expenses.

Management Fees

         Initially, Growth Equity Funds pay Truehelm a management fee Management Fee equal to a fixed
percentage of aggregate Fund investor capital commitments (“Commitments”). As further described in
each Fund’s Partnership Agreement, upon the occurrence of certain events (the date of such events, the
“Stepdown Date”), the Management Fee will be reduced as certain investments have been disposed of or
completely written off for U.S. federal income tax purposes. The Management Fee will be payable until all
portfolio investments are distributed or until Truehelm’s relationship with a Growth Equity Fund is
terminated for other reasons (as described in each Fund’s Partnership Agreement).

         In addition, as more fully described in each Growth Equity Funds’ Partnership Agreements, the
Management Fee generally will be reduced by the amount of: (i) any directors’ fees, financial consulting
fees, or advisory fees paid to Truehelm or its affiliates with respect to any investment of such Fund; (ii) any
transaction fees paid to Truehelm or its affiliates with respect to any investment of the Fund; and (iii) any
break-up fees with respect to transactions of the Fund not completed that are paid to Truehelm or its
affiliates. Expenses payable to Truehelm by a portfolio company relating to services provided by
Truehelm’s Operating Program (the “Operating Program”), which is comprised of various Truehelm
employees and other persons retained by Truehelm from time to time, also do not offset the Management
Fee, as further described under “Other Information” below. To the extent that the offset credit described
above would reduce the Management Fee for a given period below zero, the credit will be carried forward
for future application against payable Management Fees, and if a credit remains upon liquidation, a payment
will be made crediting limited partners unless a limited partner has elected to waive such amount (e.g.,
where an adverse tax consequence may result).

         As a matter of practice, Truehelm may be paid fees of the type referred to in the preceding
paragraph (“Supplemental Fees”) from, on behalf of or with respect to co-investors in an investment, as
well as other fees relating to the structuring and administration of co-investment arrangements. The receipt
of such fees will not reduce the Management Fee payable by any Fund(s) that have also invested in such
investment, and, as a result, a Fund will, in most cases, only benefit with respect to the relevant allocable
portion of any such fee. As a result, a Fund will not benefit from the portion of any fee related to, among
other items: (i) General Partner or affiliated partner commitments; or (ii) co-investors or potential co-
investors (which could include co-investment vehicles managed by Truehelm service providers (including
lenders and law firms), third parties, current or former portfolio company management or personnel, sellers
or members of management that have rolled their interest or reinvested proceeds in the portfolio company
and/or other owners), which have the potential to be significant. Supplemental Fee offsets generally are

performed on a net basis, after giving effect to certain taxes and other expenses in connection with the
receipt of such fees or the provision of related services. Supplemental Fees will be offset only to the extent
they are paid during the holding period of the relevant Fund, and investors generally will not receive the
benefit of Supplemental Fees paid prior to the Fund’s acquisition, or following the Fund’s disposition, of
the relevant investment. Similarly, to the extent a former Truehelm employee becomes a consultant to, or
employed by, a portfolio company, no compensation earned by such former employee will offset the
Management Fee, whether or not such former employee has a remaining interest in the relevant Fund’s
General Partner or affiliated entity. Conversely, in the event that Truehelm employs a person that previously
received compensation from a portfolio company, limited partners will receive the benefit of any applicable
offset only beginning as of the relevant start date of the person’s employment with Truehelm, and not with
respect to any compensation paid prior to such date, including equity grants made prior to the date of
employment that vest thereafter. In certain circumstances, Truehelm expects that co-investors, lenders,
consultants or other parties will negotiate the right to share a portion of such fees from a particular
investment, and the above-described offset percentage will be applied after excluding any amounts paid to
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TYPES OF CLIENTS

        Truehelm provides investment advice to the Funds, including Growth Equity Funds, the Middle
Market Fund and the Truehelm Executive Fund Program. The Funds may include investment partnerships
or other investment entities formed under domestic or foreign laws and operated as exempt investment
pools under the Investment Company Act of 1940, as amended. The investors participating in the Funds
may include individuals, banks or thrift institutions, other investment entities, university endowments,
family offices, pension and profit-sharing plans, trusts, estates or charitable organizations or other
corporations or business entities and will include, directly or indirectly, principals or other employees of
Truehelm and its affiliates and members of their families or other service providers retained by Truehelm.

         Growth Equity Funds generally have a minimum investment amount of $10 million for third-party
institutional investors and $3 million for third-party individual investors. Such minimum investment
amounts may be, and in past practice have been, waived by Truehelm at the sole discretion of such Fund’s
general partner. All Funds’ interests are offered and sold solely to qualified purchasers (or qualified
knowledgeable Truehelm personnel).

        Interests in the Funds are only offered to persons who meet the eligibility requirements for
investment in privately offered funds, which (1) rely on an exclusion from the definition of “investment
company” under the Investment Company Act of 1940, as amended, provided by either Section 3(c)(1) or
Section 3(c)(7) thereunder; and (2) rely on an exemption from registration under the Securities Act of 1933,
as amended, provided by Section 4(a)(2) and Rule 506 of Regulation D. Investors and prospective investors
in each Fund are urged to refer to the offering documents of such Fund for detailed information on the
investment requirements.

                METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

Investment and Operating Strategy

         The following is a summary of the investment strategies and methods of analysis generally
employed by Truehelm on behalf of the Funds. More detailed descriptions of each Fund’s investment
strategies and methods of analysis are included in its Memorandum.

         Truehelm currently has three distinct investment strategies, each of which is supported by a series
of funds. Truehelm intends to make investments with a specific focus on acquiring businesses in sectors,
including, predominantly, the healthcare services and technology sectors, in which its personnel have
significant collective prior investment experience and marketplace knowledge. Truehelm’s investment
strategy includes:

        •   An extensive screening and due diligence process analyzing, among other things, a prospective
            portfolio company’s business model, market position relative to the dynamic healthcare
            market, management team and underlying financials with the aim of identifying innovative
            healthcare sector companies which Truehelm believes are poised for rapid growth and market
            expansion;

        •   Building fundamental value through ongoing guidance and strategic advice from Truehelm’s
            principals, who have considerable healthcare-sector specific and business-related experience;
            and

        •   A private, proprietary database of relevant market and company-specific information
            pertaining to over three thousand private healthcare companies, which, in connection with
            Truehelm’s industry network, enables Truehelm to identify and pursue attractive investment
            opportunities.

         The Growth Equity Funds invest in growth-stage healthcare technology and tech-enabled services
businesses in which the fund can take a control or a significant minority position. The funds seek strong
governance rights and most commonly targets companies with annual revenue exceeding ten million
dollars.

        The Middle Market Fund and associated strategy, also referred to as the Middle Market strategy,
uses single purpose vehicles to make a significant minority investment in a target company with important
board and governance roles in enterprises in the upper middle market and higher valuations.

        The Truehelm Executive Fund Program’s historic strategy is to make minority investments
alongside other leading financial sponsors generally with informational rights and limited, if any, formal
governance rights. The strategy utilizes single-purpose vehicles, each constituting a private fund, investing
most commonly in the upper middle market. In certain circumstances the Truehelm Executive Program
also includes investments in early stage or venture categories, generally with the same structure and
governance. The Management Company expects the Truehelm Executive Fund Program to have few if any
new investments on a going forward basis while managing the current Funds in the Truehelm Executive
Fund Program. The Middle Market Fund strategy has offered, and may in the future offer, investment
opportunities to the Truehelm Executive Fund Program.

Risks of Investment

        The material risks presented by the strategies and investments pursued by Truehelm are set forth
below. Additional information is contained in the offering documents for each Fund. This Brochure does
not purport to contain a complete disclosure of all risks that may be relevant to a prospective investor in a
Fund. The Funds and their investors bear the risk of loss that Truehelm’s investment strategy entails.
Investing involves the risk of loss that an investor should be prepared to bear. Investments by Truehelm
involve significant risks. There can be no assurance that Truehelm will meet the investment objectives of
any particular Fund or otherwise be able to carry out its investment strategy successfully.
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