Turnbridge Capital LLC

Item 5 - Fees and Compensation

A. Below is a discussion of how affiliates of Turnbridge are compensated in connection with
   providing advisory services to the Partnerships. Turnbridge may enter into different fee
   arrangements on a client by client basis.

    Management Fee. With respect to private fund clients, the Adviser receives annual
    compensation, payable quarterly. This fee is equal to a percentage of the total limited
    partnership commitments during the investment period. Additionally, the Adviser receives
    fees from portfolio companies or others in connection with financing, advisory and
    management services. 100% of all financing, commitment, transaction, monitoring, advisory,
    topping, directors’ and break-up fees allocable to the Adviser’s private fund clients are offset
    against the m anagement fees (“Management Fee”). Offsets against Management Fees will
    be carried forward as necessary.

    Carried Interest. Distributions from the Partnerships are subject to a carried interest after a
    Partnership’s investors receive a return of capital and a stated preferred return. Next,
    distributions are shared between the investors and an affiliate of the Adviser according to a
    catch-up provision, after which the Adviser affiliate receives a carried interest of all additional
    distributions up to 20%. Distributions are generally made after receipt by the Partnership
    of investment proceeds relating to its portfolio investments.

    Lower fees for comparable services may be available from other sources.

B. Carried interest amounts are paid directly to an affiliate of each Partnership (generally its
   general partner) as specified in A. above.

C. Organizational Expenses. Each Partnership will pay (or reimburse its general partner or
   Adviser for) all organizational costs and expenses up to an amount not to exceed $1.5 million.
   Organizational expenses incurred in excess of that amount, and any placement fees will be
   borne by the Adviser through a 100% offset against the Management Fee. Organizational
   expenses will generally be allocated among each Partnership pro rata according to committed
   capital.

    Operational Expenses. Each Partnership will be responsible for all costs and expenses associated
    with the respective Partnership’s operation, including, without limitation: Management Fees,
    advisory board fees and expenses, expenses related to meetings of the limited partners, expenses
    related to meetings of the executives of the portfolio companies, fees and expenses of
    professionals rendering services to the Partnership, taxes, interest, indemnification liabilities,
    litigation expenses, insurance, all expenses relating to the sourcing, evaluation, acquisition,
    holding and disposition of investments (including broken deal expenses), regulatory expenses of
    the Partnership and its affiliates, and all other expenses associated with the Partnership’s
    administration and operation that are not borne by its general partner or the Adviser in
    accordance with the preceding sentence or allocable to another Partnership (collectively, the
    “Partnership Expenses”). Partnership Expenses will generally be allocated among the
    Partnerships pro rata according to committed capital.

    The Adviser does not maintain any trading accounts and does not use “soft” dollars.

    Please refer to Item 12, Brokerage Practices, for more information.

D. The Adviser charges Management Fees quarterly in advance. The Adviser will refund any pre-
   paid Management Fee by a Partnership if the advisory contract with such Partnership is
   terminated before the end of the billing period. Management Fee refunds are calculated on a pro-
   rata basis for partial periods.

E. Other than as described above, neither Turnbridge nor any of its supervised persons receives
   any additional compensation from the sale of securities or other investment products.
   However, in connection with each Partnership investment, Turnbridge or one of its affiliates
   enters into a service agreement with portfolio companies for certain consulting, operational
   and business advisory services, and in connection therewith earns certain advisory,
   monitoring, break-up, commitment, directors’ or similar fees. Such fees are borne by the
   Adviser through a 100% offset against the Management Fee.

Item 7 - Types of Clients

The Adviser provides investment advisory services to single portfolio company investment limited
partnerships. Additionally, the Adviser provides investment advisory services to private funds
and an SMA for sophisticated, qualified investors, including high net worth individuals, pension
plans, funds of funds, family offices, endowments, and other institutions.

Limited partnerships interests in the private funds require a minimum capital commitment of $10
million.