Latticework Capital Management LLC

Item 5 - Fees and Compensation

A. Below is a general overview of how Latticework Capital is compensated in connection with
   providing advisory services to the Funds. Latticework Capital may enter into different fee or
   compensation arrangements on a Fund by Fund basis in its sole discretion. As a result, investors
   should carefully review the applicable Governing Documents for a description of the fees and
   compensation applicable to a Fund.

    Management Fees

    In consideration of Latticework Capital’s investment advisory and other services, Latticework
    Capital typically receives a management fee from each of the Funds, which is generally equal
    to a percentage of the total capital commitments to such Fund. The fee percentage and/or the
    base upon which the fee is calculated may vary with the size of the Fund and may also vary
    over the life of the Fund, as negotiated and determined at the time the Fund is established and
    as set forth in its Governing Documents. The percentage of the management fee generally starts
    at 2% annually and is then reduced upon occurrence of certain events that are fully described
    in the Governing Documents of each Fund (“Adjustment Date”). After the Adjustment Date,
    the management fee generally accrues at an annual rate based on the cost basis of the
    investments in portfolio companies that have not been sold or written off.

    Performance Fees (Carried Interest)

    In general, when a Fund invests in a portfolio company, the income, dividends, distributions
    and/or interest income generated by such portfolio company, together with the net proceeds
    attributable to the disposition of the investment in such portfolio company (collectively,
    “Distributable Proceeds”) will be distributed to the Fund’s investors in the manner set forth in
    and subject to such Fund’s Governing Documents.

    As more fully described in the Governing Documents, the General Partner of each Fund will
    generally be entitled to receive a performance fee measured as a percentage of the Fund’s
    Distributable Proceeds in excess of certain negotiated performance thresholds that are tied to
    the internal rate of return received by the Fund’s investors, and are subject to (i) the investors’
    8% preferred return; and (ii) a General Partner catch-up provision. These distributions to the
    General Partner are referred to as the “carried interest.” The specific amount and timing of the
    payments of carried interest to a General Partner vary by Fund, and are highly dependent upon,
    among other things, the performance of the Fund and its portfolio companies, and the size of
    an investor’s capital commitment. Accordingly, investors should carefully review the
    applicable Governing Documents for a description of the carried interest payable with respect
    to each Fund.

    Management Fees and carried interest distributions generally are not negotiable. However,
    Latticework Capital (or an affiliate) has discretion to reduce or waive Management Fees and/or
    carried interest distributions. Latticework Capital’s affiliates generally are subject to the
    Management Fee and carried interest distributions. However, Latticework Capital anticipates
    using its discretion to waive the Management Fee and carried interest distributions for
    Latticework Capital’s affiliates in certain instances in the future.

    From time to time, Latticework Capital may charge portfolio companies additional fees in a
    form of diligence fees, director’s fees, advisory fees, consulting fees and other types of

    remuneration (“Portfolio Fees”). Generally, Latticework Capital offsets the Management Fee
    by a percentage of net Portfolio Fees received based on the pro rata ownership share of the
    relevant Fund in the portfolio company as specifically provided in the applicable Governing
    Documents. Any fees received in excess of the offset amounts are either retained by
    Latticework Capital or returned to the respective Fund as specifically provided in the applicable
    Governing Documents.

    LCM Resource Group

    As further described herein and to the extent provided for in the relevant Governing
    Documents, Latticework may utilize an operations group (the “LCM Resource Group”)
    comprised of persons retained or employed by Latticework, the affiliated general partner or
    any of their respective affiliates (including a company owned by Latticework, its affiliates
    and/or personnel thereof, LCM Resource Group) primarily to provide business development,
    capital markets support, interim management, strategy development and execution, advice on
    general industry trends, finance, manufacturing, sales, marketing, technology, human
    resources, sourcing, acquisition integration and/or other operations services, acquisition or
    other due diligence or similar services to the Funds, any alternative investment vehicle or any
    portfolio company or prospective portfolio company of the Funds (or their respective
    subsidiaries) or any alternative investment vehicle, as well as board of director or management
    services to portfolio companies.

    Any fees and other remuneration received by LCM Resource Group to provide services in
    respect of the Funds, its investment activities or one or more portfolio companies or potential
    portfolio companies shall not offset the Management Fee except to the extent that such fees
    and remuneration exceed the costs and expenses of LCM Resource Group (including
    compensation to operating partners) with respect to the Funds, its investment activities or one
    or more portfolio companies or potential portfolio companies (any such excess, the “LCM
    Resource Group Profit”). 100% of any LCM Resource Group Profit shall offset the
    Management Fee as described more fully in the Governing Documents.

    Other Information
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Item 7 - Types of Clients

As mentioned in Item 4, Latticework Capital provides investment supervisory services on a
discretionary basis to affiliated pooled investment funds making privately negotiated debt, equity
and equity-related investments. Please note that Latticework Capital’s clients are the Funds.
Investors in such Funds are not clients of Latticework Capital.

Generally, the stated minimum for capital commitments to a Fund can be found in each respective
Fund’s Governing Documents; provided, however, that each Fund’s General Partner has the sole
discretion to accept capital commitments that it deems to be in the best interests of the Fund.

Each investor generally is required to represent that it is, among other things, an “accredited
investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933,
as amended (the “Securities Act”), and a “qualified clients” as defined under Section 205(3) of the
“Advisers Act”.