Kinzie Capital Partners LP

Item 5. Fees and Compensation

Kinzie receives compensation from a combination of management fees, carried interest allocations, and
other fees payable by or in respect to portfolio or prospective portfolio companies. The Operative
Documents set forth in detail each Funds’ fee and expense structure, and Investors should consult these
documents for further information on fees and expenses.

Management Fees

Fund II will pay the Manager an annual management fee (the “Management Fee”), payable quarterly in
advance, equal to two percent (2%) of the aggregate capital commitments held by Investors in Fund II not
designated as “affiliated partners” by the General Partner.

Co-Invest Fund pays the Relying Adviser (or a designee thereof) a one-time fee equal to two percent (2%)
of the enterprise value of portfolio companies attributable to the Co-Invest Fund. In addition, the Non-Fund
Investment Vehicles and Co-Investment Vehicles pay the Relying Adviser (or a designee thereof) various
management fees as set forth in each of their respective Operative Documents.

Neither the General Partners, Kinzie, its affiliates nor any of its respective directors, officers, managers or
employees are expected to bear any portion of the Management Fee.

Other Fees

Kinzie is generally entitled to receive directors’ fees, financial consulting fees or advisory fees, transaction
fees, and break-up fees, each as defined in the Operative Documents. This does not include any amounts
received by the Operations Group (as defined in the Fund II Operative Documents), any Kinzie personnel
or any other person from a portfolio company as reimbursement for expenses directly related to such
portfolio company or a prospective portfolio company, as payment for services provided to any portfolio
company in the ordinary course of such portfolio company’s or prospective portfolio company’s business
or as compensation for services provided by the Operations Group, any Kinzie personnel or any other person
as an employee of or in a similar capacity for such portfolio company or any of its subsidiaries.

From the Management Fee, Kinzie shall bear all normal expenses incurred in connection with the
management of the Funds, except for those expenses borne directly by the Fund(s) as set forth in the
Operative Documents.

The Funds generally will pay, or reimburse, the General Partners (or an affiliate thereof) for the Funds’ and
its affiliated entities’ structuring, organizational, funding and startup expenses (as further set forth in the
Operative Documents), including travel, lodging, meals, entertainment, printing, mailing, courier, legal,
capital raising, accounting, regulatory compliance, environmental, social and governance compliance, any
administrative or other filings, and other organizational expenses. The Funds will also bear expenses of the
type described in the preceding sentence to the extent incurred by any placement agent. For Fund II, the
Fund II GP (or its affiliate) will bear the cost (through an offset against the Management Fee or otherwise)
of all such organizational expenses in excess of $2 million, if any, and of any placement fees (“Placement
Fees”) payable to any placement agent in connection with the formation of the Fund.

Management Fee Offset

To reflect the reduced time and effort Kinzie or its members will devote to Fund II by reason of performing
services as a director or consultant to portfolio companies or former portfolio companies, the amount
attributable to Management Fee-paying Investors of any directors’ fees or consulting fees, break-up fees,
broken deal, “topped bid,” investment banking or equivalent compensation paid, whether in cash or in kind,
received by the Fund II GP or the Manager, a partner of the Fund II GP or the Manager (so long as they are
a partner thereof) or any officer or employee from any company in which Fund II then holds an interest
(other than direct reimbursement of out-of-pocket expenses), but only to the extent such fees or other
amounts would not, if earned directly by Fund II, cause Fund II to cease to qualify as an “investment
partnership” within the meaning of Section 731(c)(3)(C) of the US Code (hereinafter, “Fees Subject to
Offset”) shall be offset against and reduce the amount of the management fee payments next due to Kinzie
until such Fees Subject to Offset have been offset, unless waived by the Fund II Advisory Board (as defined
in Fund II’s Operative Documents).

The Management Fee will be reduced by an amount equal to eighty percent (80%) of Transaction Fees
attributable to Investors not designated as “affiliated partners” by the Fund II GP. “Transaction Fees”
include any:
     (i)     Directors’ fees, financial consulting fees or advisory fees paid to the Fund II GP or the
             Manager with respect to any actual or potential Fund II investment;
     (ii)    Transaction fees paid to the Fund II GP or the Manager with respect to any actual or
             potential Fund II investment; and
     (iii)   Break-up fees with respect to Fund II transactions not completed that are paid to the
             Fund II GP or the Manager, in each case net of certain expenses (including those
             described below) as set forth in the Operative Documents.

“Transaction Fees” do not include, in any event:
    (i)    Any amount received by the Fund II GP, the Manager or other person from a portfolio
           company:
           (a) As reimbursement for expenses directly related to such portfolio company or
               prospective portfolio company;
           (b) As payment for services provided to such portfolio company or prospective
               portfolio company in the ordinary course of such portfolio company’s business; or
           (c) As compensation for services provided by the Fund II GP, the Manager or other
               person as an employee of or in a similar capacity for such portfolio company or
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Item 7. Types of Clients

Kinzie provides discretionary investment advice to the Funds, which are private investment vehicles that
are exempt from registration under the Investment Company Act.

The Investors participating in the Funds come from a diversified base of institutional Investors including
university endowments, insurance companies, public pensions, corporate pensions, foundations, asset
managers, family offices, and fund of funds. They also include Kinzie employees, members of their families
and operating advisors.

Each Investor is required to meet certain suitability requirements. Interests in the Funds are sold only to
Investors who meet qualification requirements under applicable securities laws. An investment in one or
more Funds should be based on a prospective Investor’s careful analysis of its overall portfolio and its own
objectives and needs in the areas of diversification, liquidity, return on investment and risk management.

The Co-Invest Fund, the Co-Investment Vehicles and the Non-Fund Investment Vehicles generally limit
their Investors to “accredited investors” as defined in the Securities Act of 1933, as amended (the “Securities
Act”). Fund II generally limits its Investors to (i) “accredited investors” as defined in the Securities Act, (ii)
“qualified purchasers” or “knowledgeable employees,” each as defined in the Investment Company Act and
(iii) “qualified clients,” as defined in the Advisers Act. Investors in the Funds must meet certain suitability
and net worth qualifications prior to making an investment in the Funds. The Funds are not registered or
required to be registered under the Investment Company Act; the Funds’ securities are not registered or
required to be registered under the Securities Act and are privately placed to qualified investors in the United
States and elsewhere.