Grafine Capital Holdings LLC

ITEM 5 – FEES AND COMPENSATION

Fees

Grafine is compensated by Advisory Clients through the payment of management fees (or
other payments) and performance-based fees.

Investors in the Funds are generally required to be “accredited investors” within the meaning of
Regulation D of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and
“qualified purchasers” within the meaning of Section 2(a)(51) of the U.S. Investment Company
Act of 1940, as amended (the “Investment Company Act”).

Management fees shall be paid in advance on a quarterly basis as of January 1, April 1, July 1
and October 1 of each year equal to the product of the management fee rate (1%) and such limited
partner’s commitment; provided that capital contributions for management fees may be drawn
down prior to (but no more than ten (10) days in advance of) an applicable management fee due
date for administrative convenience to the extent included in a capital call notice with respect to
an investment contribution or other capital contribution to be made at such time.

In addition to the management fees, Advisory Clients pay a performance-based fee, which can
include carried interest, to Grafine or an affiliate. These performance-based fees, are earned and
payable in accordance with the terms set out in the respective Fund’s Disclosure Documents (as
applicable) and/or Governing Documents.

Grafine reserves the right to elect to waive or reduce management fees, performance-based
compensation and/or other payments for any Advisory Client or Fund investor, including investors
that are affiliates and/or related persons of Grafine. It should be noted that investors that are affiliates
and/or related persons of Grafine, which include (among other persons) officers and employees of
Grafine, will typically not be charged a management fee or subject to a carried interest.

Fees charged to any future Advisory Client will be negotiated on a case-by-case basis.

Grafine deducts fees directly from the applicable Advisory Client’s assets or through a capital call.
Investors do not have the ability to choose to be billed directly for fees incurred.

In addition, Grafine is permitted to receive financial consulting fees, directors’ fees, monitoring fees
and other deal fees and break-up fees earned with respect to Advisory Client investments. These
fees may be used to reduce management fees or other payments payable by such Funds, subject to
the provisions set forth in the respective Fund’s Disclosure Documents (as applicable) and
Governing Documents.

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 the Governing Documents, over the term
of the relevant Fund, and investors generally are not permitted to withdraw or redeem interests in
the Funds.

Principals or other current or former employees of Grafine generally receive salaries and other

compensation derived from, and in certain cases including a portion of, the management fee, carried
interest or other compensation received by Grafine or its affiliates.

Fees vary between Advisory Clients. It is critical that investors and prospective investors in
Funds refer to the respective Fund’s Disclosure Documents (as applicable) and/or Governing
Documents for a complete understanding of how Grafine is compensated for advisory services.
The information contained herein is a summary only and is qualified in its entirety by the
Disclosure Documents and/or Governing Documents.

Fund Expenses

Investors in Funds bear their proportionate shares of legal and other organizational expenses.
Each Fund bears all expenses incurred in connection with its operations, meetings and liquidation
(other than expenses resulting from the fraud, gross negligence or willful misconduct of
Grafine), including (i) expenses incurred in connection with pursuing investment opportunities
and making, monitoring and disposing of investments, including private placement fees, sales
commissions, appraisal fees, taxes, brokerage fees, underwriting commissions and discounts, and
legal, accounting, investment banking, consulting, information services and professional fees
(“Deal Expenses”); (ii) expenses of administrators, custodians, outside counsel, economic
advisors, tax advisors, auditors and accountants; (iii) expenses incurred in connection with
regulatory filings; (iv) any insurance; (v) any taxes, fees or other governmental charges levied
against the Fund; (vi) expenses relating to any audit, investigation, governmental inquiry or
public relations undertaking; (vii) the costs and expenses of any litigation relating to the
activities or operation of the Fund and the amount of any judgments or settlements paid in
connection therewith, relating to the business, activities and interests of the Fund; (viii) any
expenses relating to any defaults by investors; (ix) expenses incurred in connection with any
restructuring or amendments to the constituent documents of the Fund; (x) expenses incurred in
connection with the formation of any special purpose vehicles; and (xi) expenses incurred in
connection with any meetings of investors (including meetings of the Advisory Board).
Investors should refer to the relevant Governing Documents for details regarding the calculation
of Deal Expenses.

Any expenses incurred by Grafine that are not set forth in the respective Fund’s Disclosure
Documents (as applicable) and/or Governing Documents shall be the responsibility of Grafine or
its affiliates and will not be passed through to Advisory Clients.

Investors indirectly incur brokerage and other transaction costs (as applicable) related to their
investment. Refer to Item 12 of this Brochure for information regarding Grafine’s brokerage
practices.

Expenses vary between Advisory Clients. It is critical that Investors and prospective investors
...

ITEM 7 – TYPES OF CLIENTS

As described in Item 4 above, Grafine provides discretionary investment advisory services to
pooled investment vehicles, which are operated as private equity funds, and to institutional
investors, and references throughout this Brochure to “clients” and to Grafine’s related duties to
and practices on behalf of its clients and/or investors should be construed accordingly. The Funds
generally include investment partnerships or other investment entities formed under U.S. or non-
U.S. laws and operated as exempt investment pools under the Investment Company Act.

Each investor in a Fund must meet certain eligibility provisions. Specifically, each investor in the
Funds is required to represent that it is an “accredited investor” within the meaning of Regulation
D of the Securities Act and, depending on the particular Fund in which an investor subscribes, may
be required to represent that it is a “qualified client” under Rule 205-3 of the Advisers Act, or a
“qualified purchaser” as defined in section 2(a)(51)(A) of the Investment Company Act.

In addition, certain of the Funds are subject to minimum capital commitments, as set forth in the
applicable Governing Documents. Grafine or the applicable GP reserves the right to waive or
reduce the minimum capital commitment for any investor.