Grove Mountain Partners LLC

Item 5 – Fees and Compensation

Adviser Compensation

Grove Mountain’s fees are described generally below and detailed in the funds’ offering
documents. Please refer to the offering documents for further information regarding the fees and
expenses payable by the funds.

The management fees are paid to the Adviser from the portfolio company as an early management
fee and an ongoing consulting, monitoring and management fee. The early management fee ranges
from 1.5% to 2% of the enterprise value of the Portfolio Company measured as of the closing of the
partnership’s initial indirect investment in the Portfolio Company. Ongoing fees range from 3.5% to
5% of the Portfolio Company’s EBITDA for the prior twelve-month period, paid in quarterly
installments, inclusive of all EBITDA acquired by the Portfolio Company during such prior twelve
months.

Each fund (also referred to as a partnership) is responsible for:
   i.  All partnership expenses incurred by the General Partner, the Principals or their affiliates in
       connection with the operations of the Partnership;
  ii.  All organizational expenses incurred by the General Partner, the Principals or their affiliates
       in connection with the formation of the Partnership and the issuance of Limited Partnership
       Interests to the Limited Partners; and
 iii.  All costs and expenses incurred by the General Partner as the Partnership Representative
       to the extent permitted by each fund’s offering documents.

Fee Schedule

Investors will pay a management fee to Grove Mountain initially, and quarterly in arrears on the first
day of each quarter.

Other Advisory Fee Arrangements

Grove Mountain receives a performance-based fee in the form of “carried interest,” which is
calculated at the time a fund exits an investment. Net profits and losses of the partnership are
allocated among the investors in a manner in accordance with each investor’s interest in the Fund
and set forth in the Limited Partnership Agreement.

Direct Billing of Advisory Fees

The performance-based fees will be deducted directly from each fund’s account when there is a
sale of a portfolio company from a fund, which is detailed in each fund’s offering documents.

Other Non-Advisory Fees

Grove Mountain’s advisory fees are exclusive of other related costs and expenses that are incurred
by the private funds. These other fees and expenses are described in the offering documents; they
may include without limitation: third-party custody fees, organizational expenses, legal,
accounting and tax fees related to the operation of the private funds, broken-deal expenses, and
expenses related to deal sourcing.

All non-advisory fees referenced above are separate from fees paid to Grove Mountain for
investment advisory services. More details related to fees and expenses incurred by the private
funds are included in their respective offering documents.

Item 7 – Types of Clients

Grove Mountain intends for the funds to be its clients. Investors should refer to the fund documents
for information on minimum investments in the Funds. Grove Mountain, in its sole discretion, may
accept new or additional capital contributions in lesser amounts, may refuse to accept any such
new or additional contributions in whole or in part, or may accept additional capital contributions
on other dates. All investors in the funds will be required to be “qualified clients” as that term is
defined in the Advisers Act Rule 205-3(d)(1) and will be required to make certain representations
and warranties regarding their suitability in the fund offering documents.