Kline Hill Partners LP

Item 5: Fees and Compensation

Kline Hill generally charges the Funds an asset-based management fee and/or carried interest
distributions. Kline Hill deducts its management fees (“Management Fee”) generally from certain
Funds quarterly in advance in such amounts as are set forth in the Governing Documents of each
applicable Fund. A Fund organized as a special purpose vehicle charged a one-time fixed fee, which
was paid to Kline Hill. In addition, another Fund organized as a special purpose vehicle paid to
Kline Hill a one-time origination fee based on a percentage of the aggregate purchase price of the
assets of such Fund. An affiliate of Kline Hill (the “General Partner”), which is organized as a
Delaware limited liability company and serves as the general partner to the Funds, is entitled to
receive performance-based carried interest distributions (“Carried Interest Distributions”) in respect
of each Fund. Generally, these Carried Interest Distributions represent a share of distributions to be
received by an investor in a Fund in excess of the relevant investor’s invested capital, and allocable
fees and expenses. Carried Interest Distributions may be applied each time an investment is realized
or on an annual (or more frequent) basis with respect to certain investors in the Funds. Carried
Interest Distributions are subject to regulation under Section 205 of the Advisers Act and Rule 205-
3 thereunder. Therefore, Kline Hill seeks to ensure that any Fund or investors in a Fund that are
directly or indirectly subject to Carried Interest Distributions satisfy the qualifications of Rule 205-
3 under the Advisers Act and have been advised of such distributions and their risks.

For any Fund, Carried Interest Distributions generally range from between 0%-15% of profits, and
are generally subject to certain preferred return hurdles and catch-up allocations and clawback
provisions. The manner of calculation and application of Carried Interest Distributions are disclosed
in the offering documents for, and detailed in the Governing Documents of, each applicable Fund.
For more information please see Item 6.

Kline Hill may, in its discretion, waive, reduce or rebate the Management Fee and/or Carried
Interest with respect to the investment of any investor, including its employees, owners, affiliates
and/or one or more investors. To the extent that a Fund (each an “Investing Fund”) invests a portion
of its assets in another Fund managed by Kline Hill (each an “Investee Fund”), such Investing Fund
will not be charged additional management fees, carried interest distributions or other performance-
based compensation at the Investee Fund level.

In addition to the Management Fee and Carried Interest and as set forth in more detail in the
applicable Governing Documents, each Fund will pay all applicable expenses attributable to the
operation of such Fund as detailed in their Governing Documents. Expenses are generally shared

by all of the investors in the Funds, while expenses related to one or more particular series or classes
of investments will be allocated accordingly. In the event that one or more Funds (each a “feeder
fund”) invest all or a substantial portion of its assets through another Fund (i.e., a “master fund,”)
each such “feeder fund” will also be responsible for its pro rata portion of such master fund’s costs
and expenses. Each Portfolio Investment in which a Fund invests will have its own operational,
administrative, management, including custodial, trustee, record keeping fees (including
preparation of financial statements, and the costs and expenses of preparing and circulating reports
and any fees or imposts of a governmental authority imposed in connection therewith, investment,
brokerage (as applicable) and other fees and expenses, in addition to performance based
compensation, if any, which are charged against such Fund’s assets. Expenses of more than one
Fund will generally be allocated on an equitable basis among such Funds based on the aggregate
capital commitments of each applicable Fund, unless Kline Hill, in its sole discretion, determines
that a different allocation methodology would be more appropriate and equitable.

Notwithstanding the foregoing, Kline Hill may elect to bear some or all of the above expenses of
the Funds.

Certain fees and other remuneration received by Kline Hill or certain of its affiliates in connection
with services provided to, or on behalf of, Portfolio Investments, may be offset against the
Management Fees to be received by Kline Hill (the “Fees Subject to Offset”). The Fees Subject to
Offset will vary between the Funds, but will not reduce the Management Fees below zero. Fund
investors and prospective Fund investors should refer to the Governing Documents of each
applicable Fund for specific information concerning the amount and timing of such Fees Subject to
Offset.

Kline Hill and its supervised persons do not accept any compensation (e.g., brokerage
commissions) for the sale of securities or other investment products, including interests in the
Funds.

For more information regarding Kline Hill’s brokerage practices and brokerage expenses discussed
herein, please see Item 12.

Item 7: Types of Clients

Kline Hill expects to provide investment advisory services to one or more Funds.

Investors in the Funds may include, but are not limited to, high net worth qualified individuals,
family offices, fund-of-funds, endowments, foundations, trusts, charitable organizations, pension
plans, and corporate or business entities.

Details concerning applicable investor suitability criteria are set forth in the respective Client’s
Governing Documents. The minimum commitment for an investor is outlined in the applicable
Client’s Governing Documents, including the discretion of Kline Hill and its affiliates to accept
less than the minimum commitment threshold. Each investor is required to meet certain suitability
qualifications as more fully set forth in the applicable Governing Documents. Each investor in a
Fund is required to meet certain suitability qualifications, such as being (i) an “accredited investor”
as defined under Rule 501(a) of Regulation D of the Securities Act of 1933, as amended, and (ii) a
“qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as
amended.