Coalesce Capital Management LLC

ITEM 5 – FEES AND COMPENSATION

Fund Management Fees

During a Fund’s investment period, each Fund will typically pay its respective General Partner an annual
management fee (“Management Fee”), quarterly in advance, equal to 2% of the Fund’s aggregate capital
commitments. After the expiration of the investment period, the Management Fee will equal 2% of the
“Adjusted Cost” of all unrealized investments. In this context, the “Adjusted Cost” means (a) in the case of
a Portfolio Investment or any “bridge financing” (as such term is defined in a Fund’s Governing
Documents) that has not been the subject of a permanent write-down for tax purposes, the total capital
contributions of all Limited Partners relating thereto (and, without duplication, the amount of indebtedness
incurred to make such Portfolio Investment), and (b) in the case of a Portfolio Investment that has been the
subject of one or more permanent write-downs for tax purposes, its fair value as of the date of the most
recent write-down, but no more than cost.

The Management Fee is paid out of capital contributions of the Limited Partners, by application of otherwise
distributable proceeds or available cash or assets or reserves of the Fund, which will reduce the unpaid
commitments of the Limited Partners, or from a Fund credit facility.

Fund Investors are permitted to negotiate different Management Fees and other fee arrangements, rebates
or offsets. Investors and prospective Investors should refer to the Fund Governing Documents for a detailed
description of fees.

Similar investment advisory services may be available from other investment advisers for higher, similar
or lower fees.

Management Fee Offsets

Consistent with a Fund’s Governing Documents, the Management Fee will be reduced (but not below zero)
by the Fund’s Allocable Share of Other Fees (as defined below under “Portfolio Company Fees”). In
addition, the Management Fee will be reduced by (i) certain “excess organizational expenses” (as such term
is defined in each Fund’s respective Governing Documents) and (ii) fees and any interest on any deferred
fees charged by or paid to any third-party placement agent or agency designated by a Fund, a General
Partner or the Manager for the marketing and sale of interests in a Fund and/or any parallel fund (“Placement
Fees”).

Carried Interest

As further described in Item 6 – Performance-Based Fees and Side-by-Side Management below, in addition
to the Management Fee, each Fund (and indirectly, Investors in the Fund) is required to pay to the General
Partner certain performance-based compensation (“Carried Interest”). Certain Fund Investors are permitted
to negotiate different Carried Interest arrangements. Investors and prospective Investors should refer to
Fund Governing Documents for a detailed description of the Carried Interest and other distribution
provisions. For additional details about such performance-based compensation, please refer to Item 6 –
Performance-Based Fees and Side-by-Side Management.

Portfolio Company Fees

Pursuant to Fund Governing Documents, Coalesce and its affiliates could be entitled to receive topping,
break-up, monitoring, directors’, organizational, set-up, advisory, and other similar fees in connection with
the consummation, monitoring, or disposition of investments or from unconsummated transactions,
including warrants, options, derivatives and other rights, in each case valued as of the grant date (“Other
Fees”).

Other Fees will first be applied to reimburse the Firm or its affiliates for their unreimbursed out-of-pocket
expenses (including, without limitation, applicable taxes) in connection with the transaction giving rise to
such Other Fees and for any unrecouped fees and expenses for the Fund’s Allocable Share (as defined
below) of 100% of the balance, if any, will be applied to transactions not consummated and other Fund
Expenses that the General Partner or the Firm has elected to pay. Thereafter, a Limited Partner’s pro rata
share (based on its commitment relative to the aggregate commitments to the Fund) reduce the subsequent
installments of the Management Fee. In the event any amounts applied to reduce the subsequent installments
of the Management Fee in any quarter exceed the Management Fee payable during such quarter, such excess
amount will be carried forward and applied against any subsequent Management Fees that may become due
and payable hereunder.

The Fund’s “Allocable Share” of any Other Fees will be based on the aggregate amount invested or to be
invested by the Fund in such Portfolio Investment or prospective investment giving rise to such Other Fees
relative to the aggregate amount invested or to be invested in such Portfolio Investment or prospective
investment by a Fund, any parallel fund, Alternative Investment Vehicle or other entity formed to make a
direct or indirect investment in connection therewith, any Co-Investment Vehicle, any co-investor or any
other transaction participant.

For the avoidance of doubt, any fees payable by or in respect of any co-investor will not offset the
Management Fee and will be retained by the recipient thereof or its designees. Any such offsets that would
otherwise be allocable to the General Partner (or its affiliates) in respect of its commitment or to any Co-
Investment Vehicle, any co-investor or any other transaction participant will not be applied to reduce the
Management Fee payable in respect of any Limited Partner and will be retained by the recipient thereof or
its designees.

The members of the Coalesce Executive Board and Coalesce Specialist Network (as described in Item 10 –
Other Financial and Industry Activities and Affiliations) are senior advisors and are not affiliated with or
employees of Coalesce. Any compensation (including equity interests), expense reimbursements or other
amounts received by such Coalesce Network members are expected to be paid by the Funds and/or their
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ITEM 7 – TYPES OF CLIENTS

As noted in Item 4 – Advisory Business, Coalesce provides discretionary investment advisory services to
the Funds, which are pooled investment vehicles operating as private investment funds exempt from
registration under the Investment Company Act. Each Investor in a Fund must meet the eligibility
provisions outlined in Item 4 above. Investments in the Funds may be subject to a minimum initial
investment amount per Investor, subject to increase, decrease or waiver at the discretion of Coalesce and
the General Partner of the Fund.