Grain Management LLC

Item 5 – Fees and Compensation

Management Fees

Management fees (“Management Fees”) are paid to the Advisor on a quarterly basis and are pro-
rated for periods of less than one quarter. Fee arrangements vary between the Funds and are
described in the governing documents for each Fund. Each Fund’s governing document provides for
a Management Fee which is generally calculated as a percentage of the capital commitments or
actively invested capital of a Fund during the expected life of the Fund. 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 Advisor or an affiliate. The fees are
generally deducted from the Fund’s account by the Advisor. The general partner of each Fund (each,
a “General Partner”) is generally entitled to receive a “carried interest” of profits on distributions
derived from the disposition of investments as more fully described in Item 6. All Management Fees
and carried interest terms are negotiated with each Client’s investors during the fund-raising period
of the applicable Fund. In addition, the Advisor waives or reduces the Management Fee and/or
carried interest, but not the Operating Expenses, Organizational Expenses, and Other Expenses (each
as defined below), for the Advisor’s employees, certain customary “friends and family”, Service
Providers, and a limited number of strategic or large relationships who invest in certain Funds. The
relevant General Partner reserves the right to make any such waiver from Management Fees and/or
carried interest by a direct exemption, a rebate by the Advisor and/or its affiliates, or through other
Funds which co-invest with a Fund. The Advisor retains flexibility to structure its compensation
from investors and expects in certain circumstances to agree to invoice an investor directly for
Management Fees or other compensation, rather than deducting such amounts from the investor’s

capital account(s).

The Management Fees generally include all costs incurred by the Advisor in providing investment
advisory services to the Funds. In addition to the Management Fees paid to the Advisor, the Funds
also pay certain expenses relating to the formation and operation of the Funds, certain legal,
reporting and travel expenses, and other expenses incurred by the Advisor in connection with
providing investment advisory services to the Funds as more fully provided in each Fund’s
governing documents. Furthermore, in many circumstances, where the Management Fee is
calculated as a percentage of a Fund’s actively invested capital, such Management Fee base will
include capitalized transaction-specific fees and expenses of unrealized investments, including
certain fees (such as Other Fees) and expenses paid to Service Providers, the Advisor, or its
affiliates.

The Funds generally invest on a long-term basis. Accordingly, Management Fees and other fees are
expected to be paid, except as otherwise described in the Funds’ governing documents, over the term
of the relevant Fund, and investors generally are not permitted to withdraw or redeem interests in the
Funds.

Other Fees Earned by the Advisor

Management Fees otherwise payable to the Advisor will be reduced (but not below zero) by an
amount equal to a Fund’s proportionate share of 100% of the amount of any fees paid to the Advisor
and/or its affiliates in connection with the consummation, disposition or termination of an
investment attributable to the Funds and/or any fees received from a portfolio company, such as
break-up fees, portfolio company management fees, directors’ fees, monitoring fees, and similar
fees, in each case, net of any expenses incurred by the Funds, the General Partners or their
respective affiliates related to such transactions, as described more specifically in each Funds’
governing documents (such fees, collectively, “Other Fees”). For the avoidance of doubt, Other Fees
shall not include any Service Fees, Tower Asset Commissions, or fees payable to the Grain Portfolio
Dynamics Group (each as defined below), and no such amounts will offset or reduce the
Management Fee or the relevant General Partner’s carried interest. The remaining amount of Other
Fees will be retained by the Advisor.

As a matter of practice, the Advisor is typically paid Other Fees from, on behalf of or with respect to
co-investors and other owners of an investment, as well as other fees relating to the structuring and
administration of co-investment arrangements. The receipt of such fees will not reduce the
Management Fee or carried interest payable by any Fund(s) that have also invested in such
investment, and, as a result, a Fund will, in most cases, only benefit with respect to the relevant
allocable portion on a “fully diluted” basis of any such fee. “Fully diluted” basis calculations
generally relate to a Fund’s ownership of a portfolio company’s common equity, including
ownership that arises through the conversion or exercise of certain securities. Therefore, the value of
certain Fund investments into a portfolio company, such as debt or certain debt-like investments
(e.g., non-participating preferred equity), is not a factor when determining a Fund’s allocable portion
of a fee on a “fully diluted” basis. As a result, a Fund will not benefit from (and the Advisor and its
affiliates are expected to retain) the portion of any fee related to, among other items: (i) General
Partner, affiliated partner or similar fee-free investor commitments; (ii) co-investors or potential co-
investors (which could include co-investment vehicles managed by the Advisor, service providers
(including suppliers, vendors, consultants, lenders and law firms (including Fund or transaction
counsel), transaction service providers and their respective affiliates, personnel and related

investment vehicles (together, “Service Providers”)), third parties, current or former portfolio
...

Item 7 – Types of Clients

The Advisor provides discretionary investment advisory and management services to the Funds
and/or its subsidiaries directly. The Funds are offered privately to a limited number of sophisticated
investors including institutional investors, for example, public and private pension funds,
governmental plans, sovereign wealth funds, endowments, foundations, pooled investment vehicles
(e.g., funds-of-funds), trusts, estates or charitable organizations, corporate or business entities and
certain high net worth individuals. All investors are required to be “accredited investors” as defined
by Regulation D of the U.S. Securities Act of 1933 or otherwise be permitted to invest under
applicable laws.

Funds generally have a minimum investment amount of $10 million for third-party investors. The
Advisor generally is permitted to waive such minimum investment amount, but generally will not
permit an amount less than $100,000 (or other amounts as specified by Cayman Islands law when
applicable).