TW-IM LLC

Item 5. Fees and Compensation

Management Fees
Our Clients generally pay us management fees (the “Management Fee”) in exchange for our
investment management services. The Management Fees that our Clients pay us are provided for in
the Governing Documents that they enter into with us. The Management Fees will generally be called
semi-annually after the commencement of each semi-annual period. The amount of Management
Fees payable by a Client will generally range between 0 - 2% of the Client’s aggregate committed
capital. Investors participating in a closing after a Fund’s initial closing date bear the Management
Fee from the initial closing date, generally in addition to an interest component payable to the Adviser
or an affiliate. Upon a date specified in the Governing Documents (the “Stepdown Date”), the
Management Fee will be reduced and will equal a percentage of (a) the aggregate funded
commitments plus the aggregated amount of unapplied waived Management Fee, as reduced by (b)
permanent write downs and distributions constituting returns of capital. The Management Fee will
be payable until proceeds from all portfolio investments are distributed or until the Adviser’s
relationship with the relevant Fund is terminated for other reasons (as described in the Governing
Documents). Installments of the Management Fee payable for any period other than a full six-month
period are adjusted on a pro rata basis according to the actual number of days in such period. As a
general matter, Management Fees will be payable during term extensions unless otherwise agreed
with investors. The specific Management Fees payable by a Client have been negotiated at the time

of its formation and are described in Client’s Governing Documents. We deduct Management Fees
from the investors’ accounts in the Funds.

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 the Stepdown Date, Management Fees generally will be charged based on a formula
tied to the amount of the relevant Fund’s aggregate committed capital. 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 (including interest
expenses) and the amount of any capitalized Other Fees (as defined below) or expenses, including costs
of operating partners) made by the relevant Fund relating to the Fund’s aggregate investment(s) in its
portfolio investments that have not been realized or permanently written down (such investments,
“Impaired Value Investments”). 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.

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 applicable 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 a dividend recapitalization) or reorganizations, restructurings, roll-over
investments, extraordinary dividends or similar transactions or in circumstances where one or more
other Fund(s) divest their respective investment(s) (including credit investments) in the relevant
portfolio investment, whether in whole or in part, 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.
...

Item 7. Types of Clients

Our clients are the Funds we advise. We currently provide discretionary investment advice solely to
private equity funds. Our Funds include (a) investment partnerships or other investment entities formed
under domestic laws and operated as exempt investment pools under the Advisers Act, and (b) an
investment partnership (“Offshore Fund”) formed under the Exempt Partnership Law of the Cayman
Islands. The investors participating in our Funds may include individuals, banks or thrift institutions, other
investment entities, pension and profit-sharing plans, sovereign wealth funds, trusts, estates or charitable
organizations or other corporations or business entities and may include, directly or indirectly, principals
or other employees of the Adviser. Investors participating in the Offshore Fund include certain of the
foregoing which are foreign residents or tax-exempt United States residents.

The Funds generally have no minimum investment amount for third-party investors, and the Funds’
interests are offered and sold solely to (a) “accredited investors” as defined under Rule 501 Regulation D
of the United States Securities Act of 1933, as amended (the “Securities Act”) and “qualified clients” as
defined under the Advisers Act or (b) “qualified purchasers” as defined under the Investment Company
Act of 1940.

Who is an “Accredited Investor”?
“Accredited investors” are generally (i) natural persons with $1,000,000 of net worth (excluding their
primary residence) or who have made $200,000 annual income in each of the two previous years (or
$300,000 joint income with one’s spouse), or (ii) natural persons in good standing of the Series 7, Series
65, and Series 82 licenses, or (iii) entities with assets totaling over $5,000,000, or (iv) entities owned
exclusively by accredited investors.

Who is a “Qualified Client”?
A “qualified client” is a natural person who, or an entity that, at the time of becoming an investor in the
Adviser’s Fund, (i) has at least $1,100,000 under the Adviser’s management, or (ii) has a net worth
(together, in the case of a natural person, with assets held jointly with a spouse) of more than $2,200,000
(excluding the value of the individual’s primary residence), or (iii) is an officer or director of the fund
manager or is an employee who participates in the investment activities of the investment adviser and has

been doing so for 12 months, or (iv) is a “qualified purchaser” (see definition below).

Who is a “Qualified Purchaser”?
“Qualified purchasers” are generally (i) natural persons or family-owned businesses that
own$5,000,000 or more in investments, or (ii) natural persons or entities that invest $25,000,000 or more
for their own accounts or on behalf of others (such minimum investment amount may be changed by us
at our sole discretion, subject to applicable legal requirements), or (iii) an entity, of which each beneficial
owner is a qualified purchaser.

Non-U.S. investors are not subject to any wealth requirements.