Centerfield Management III Inc

Item 5 – Fees and Compensation

As compensation for investment advisory services rendered to the Funds, Centerfield charges each Fund
an annual management fee. The amounts of the management fees are determined in accordance with the
terms of the Fund’s Governing Documents and applicable side letters. In general, the management fees
charged during the investment period range from 1.5% to 2.0% of the total capital committed to the Fund
by investors. After the investment period, the management fees are generally based on a similar percentage
of the invested capital of the Fund.

Management fees are billed to each Fund, or its General Partner, and paid by the Fund, or its General
Partner, from the Fund’s assets. To obtain cash for the payment of management fees, the General Partner
of the Fund may draw down investors’ capital commitments. Centerfield has the ability to waive
management fees in exchange for deemed capital contributions by the General Partners to the Funds. In
addition, the management fee payable by a Fund may be reduced or waived in connection with the receipt
by Centerfield, or its related persons, of all or a portion of various fees paid by portfolio companies.
Management fees are calculated and payable quarterly in advance.

Because Centerfield may share in the profits and losses generated by the investments of the Funds, or because
a Fund may, in its discretion, not charge, or reduce, all or a portion of the management fee and performance
allocation related to investments held by the Funds, a conflict of interest may exist.

In situations where actual or potential conflicts of interest between the Adviser and our affiliates and one
or more Funds are identified, procedures contained in the Governing Documents of the affected Funds
generally provide for submission of the proposed transaction to an advisory committee for review and
resolution. The specific procedures for each Fund we advise are set forth in the Governing Documents of
the Fund.

The Funds generally invest on a long-term basis. Accordingly, investment advisory and other fees are
expected to be paid, except as otherwise described in each Fund’s Governing Documents, over the terms
of the Funds, and investors generally are not permitted to withdraw or redeem interests in the Funds.

For certain Funds, expense reimbursements may be payable to Centerfield or its affiliates. Any such Fund
expense reimbursements are disclosed to investors in the Governing Documents and are in addition to the
management fees discussed above. Each Fund also bears certain expenses relating to its activities and
operations, as detailed in the Governing Documents.

To the extent provided in the Governing Documents, Centerfield may pay out of its management fees
certain operating expenses, including expenses on account of rent, utilities, office supplies, office
equipment, compensation of its employees and other routine administrative expenses relating to the services and
facilities provided by Centerfield to the Funds. Each Fund generally bears all other related expenses, to the
extent not borne by its portfolio companies, including legal, accounting, investment banking, brokerage,
finders’, custody, transfer, registration, interest, taxes and extraordinary expenses, and other similar fees
and expenses. Some of these expenses borne by the Funds may relate to costs associated with unexecuted
transactions.

Item 7 – Types of Clients

Centerfield currently provides investment advisory services to pooled investment funds. Investment advice
is provided directly to the Funds, subject to the direction and control of the General Partner of each Fund,
and not individually to the investors in each Fund.

The Funds generally require that each investor in a Fund be an “accredited investor” as defined in
Regulation D under the Securities Act of 1933 or a “qualified purchaser”, within the meaning of 2(a) (51)
of the Investment Company Act of 1940, as amended. We also generally require that each investor that is
a U.S. resident and pays a performance-based fee be a “qualified client” within the meaning of Rule 205-3
of the Investment Advisers Act of 1940, as amended.

Depending on the Fund, investors must generally invest a minimum dollar amount of $1 million. The
General Partners of each Fund may waive the minimum investment amount at their sole discretion.