KLH Capital Partners LP

ITEM 5 – FEES AND COMPENSATION
       Adviser Compensation

Generally, for each Fund, KLH receives a management fee (each, a “Management Fee”) and carried
interest in connection with the provision of advisory services to such Fund. KLH or other entities
or affiliates receive additional compensation in connection with management and other services
performed for Portfolio Companies of Funds and such additional compensation will offset in whole
or in part the Management Fees otherwise payable and due in accordance with each Fund’s
Governing Documents. Investors in a Fund also bear certain expenses. Fees and other
compensation paid by a Fund to KLH varies from Fund to Fund and may be different from the fees
and compensation payable in respect of any successor Fund or co-investment vehicle formed to
facilitate a Fund investment. Investors should carefully review the Governing Documents of the
relevant Fund in conjunction with this Brochure for complete information about fees and
compensation. Except as otherwise agreed, KLH is permitted to exempt certain investors in a Fund
from payment of all or a portion of the relevant Management Fees and/or carried interest, including
certain limited partners who are affiliates or employees of KLH and any other person designated by
KLH.

       Management Fees

        The SEC Funds each pay KLH, quarterly in advance, a management fee (the “SEC Funds
Management Fee”) equal to 2.0% on an annual basis of their respective Fund investor capital
commitments. Investors participating in a closing after the initial closing of an SEC Fund (or such
later date as is determined by the general partner of the respective SEC Fund (the “SEC Fund
General Partner”)) (such date, the “SEC Fund Effective Date”) bear the SEC Fund Management
Fee from the SEC Fund’s Effective Date. Upon a date specified in the Governing Documents (such
date, the “Stepdown Date”), the respective SEC Fund’s Management Fee will equal 2.0% of (a) the
aggregate investment contributions made (or payable to the respective SEC Fund pursuant to capital
call notices then issued or to be issued to repay indebtedness incurred by the respective SEC Fund
and/or used to fund an investment), less (b) the aggregate amount of investment contributions with
respect to the portion of each investment that has been disposed of or permanently written-down, in
each case with respect to partners not designated as “affiliated partners;” provided that investments
in a Portfolio Company will be treated as having been disposed of or permanently written down
only to the extent that, as of the date of any such disposition or write down, the aggregate fair market
value of all remaining respective SEC Fund’s investments in such Portfolio Company is less than
the respective SEC Fund’s aggregate investment contributions made with respect to such Portfolio
Company (such investments, “Impaired Value Investments”). The respective SEC Fund’s
Management Fee will be payable until all portfolio investments are distributed or until KLH’s
relationship with the respective SEC Fund is terminated for other reasons (as described in the
respective SEC Fund’s Governing Documents). Installments of the respective SEC Fund
Management Fee payable for any period other than a full quarterly period are adjusted on pro rata
basis according to the actual number of days in such period. As a general matter, Management Fees
will be payable during term extensions unless otherwise agreed with investors in the relevant Fund.

Under the Governing Documents, where the fair market value of a Fund’s aggregate investment in
a Portfolio Company exceeds the total amount of investment contributions relating to such
investment, post-Stepdown Date Management Fees will not be calculated based upon such
appreciated value, and will instead continue to be calculated based on the amount of such investment
contributions. Conversely, the Governing Documents do not require Management Fees to be
reduced or refunded following the occurrence of a write-down, decrease (including a significant
decrease) in fair value or other event not constituting a complete realization, such as a
reorganization, roll-over investment in connection with a sale or dividend distribution, except in the
case where the Fund’s aggregate investment(s) in a portfolio company meet the relevant Impaired
Value Investment standard under the Governing Documents. For the avoidance of doubt, following
the Stepdown Date, if the fair market value of an Impaired Value Investment is less than the total
amount of investment contributions relating to such Impaired Value Investment, then the amount
of Management Fees otherwise payable relating to such Impaired Value Investment will be reduced
solely based on the ratio of the fair market value of the aggregate remaining investment(s) as
compared against the amount of total investment contributions relating to such investment(s) as of
the date of the relevant event.

As a result, the amount of Management Fees generally will not correspond with fluctuations in the
net asset value of individual investments, aggregate investments in a Portfolio Company or of a
Fund, including following the relevant investment period, and will not be reduced in connection
with any write downs, except in the case of Impaired Value Investments. Except where the
Governing Documents expressly provide to the contrary, Management Fees will not be reduced (in
whole or in part) in the case of partial distributions (e.g., those resulting from a dividend
recapitalization) or reorganizations, restructurings, roll-over investments, extraordinary dividends
or similar transactions, in each case, in circumstances that do not result in the complete disposition
of the relevant Fund’s interest therein, and even in cases where the value of the Fund’s investment
or the Fund’s ownership percentage in such Portfolio Company has been reduced (including
substantially reduced) as a result of such transaction.
...

ITEM 7 – TYPES OF CLIENTS

KLH’s sole clients are the Funds, which operate as exempt investment pools under the Investment
Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the
“Investment Company Act”), and references throughout this Brochure to “clients” and to KLH’s
related duties to and practices on behalf of its clients and/or investors should be construed
accordingly. The investors participating in each Fund may include individuals, banks or thrift
institutions, other investment entities, endowments, sovereign wealth funds, family offices, public
and private pension and profit-sharing plans, trusts, estates or charitable organizations or other
corporations or business entities.

Generally, an investor in a Fund must be an “accredited investor” within the meaning of Rule 501
of Regulation D under the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder, and unless waived in the discretion of a General Partner, a “qualified
purchaser” as defined in Section 2(a)(51) of the Investment Company Act.

The minimum investment commitment for each of the Funds are not the same and range from $1
million to $5 million, however a General Partner may permit investments below the minimum
amount set for in the relevant Governing Documents and minimum investment commitments are
typically established for each investor.