Norwest Capital Advisors LLC

Item 5. Fees and Compensation
Generally, investors in the Funds are charged management fees (“Management Fees”) based on
either (i) a specified percentage of capital commitments (during the investment period or a fixed
period of time) and, thereafter, net asset value or a specified percentage of invested capital, (ii) a
specified percentage of invested capital, or (iii) a fixed amount as detailed in the Governing
Documents. Management Fees are calculated and payable either quarterly in advance or in arrears
as specified in the Governing Documents. Installments of the Management Fee payable for any
period other than a full quarterly period are adjusted on a pro rata basis according to the actual
number of days in such period. The Management Fee is generally payable until all portfolio
investments are distributed or until Norwest’s relationship with the relevant Fund is terminated as
provided in the Fund’s Governing Documents. Certain investors in the Funds, including
employees, officers, directors and operating advisors of Norwest and their related estate planning
vehicles and certain strategic investors, may pay reduced or no Management Fees at Norwest’s
discretion (however these investors generally pay their pro rata share of the investment vehicles
organizational and operating expenses).

While the Governing Documents of some Funds provide that such Funds’ Management Fees will
be calculated and charged on a basis that is tied to the Fund’s then-current net asset value after a
fixed period of time, the Governing Documents of some other Funds provide that such Funds’
Management Fees will be calculated and charged on a basis that is not tied to the Fund’s then-
current net asset value, in which event, unless otherwise provided in the relevant Governing
Documents, Management Fees generally will be charged based on a formula tied to the amount of
the aggregate cost of investments made by the relevant Fund which is reduced by net write-downs
due to a permanent impairment in value (as determined by the relevant General Partner for U.S.
federal income tax purposes) of such investments (calculated on an aggregate basis taking into
account any write-ups (not in excess of cost)) or (i) from the effective date of the relevant Fund
until a date specified in such Governing Documents (generally representing the earlier of the end of
the Fund’s defined investment period and the date the relevant General Partner (or an affiliate
thereof) first begins receiving or accruing management fees from another Fund meeting certain
criteria) (the “Stepdown Date”), Management Fees generally will be charged based on a formula
tied to the amount of the relevant Fund’s aggregate Commitments and (ii) after the Stepdown Date,
Management Fees generally will be charged and calculated based on a formula tied to the amount
of investment contributions made by the relevant Fund that have not been disposed of or completely
written-off to the extent that, as of the date of any such disposition or write-off, the aggregate fair
market value of all remaining investments (excluding bridge financing) in the relevant portfolio
company is less than the relevant Fund’s aggregate investment contributions made with respect to
such portfolio company.

As a result, except where the Governing Documents expressly provide to the contrary, the amount
of Management Fees generally will not correspond with fluctuations in the Fund’s net asset value,
including following the investment period, and will not be reduced in connection with any write-
downs (whether temporary or permanent) or in the case of partial distributions, partial sales or
partial dispositions of investments. Further, Management Fees generally will not be reimbursed or
refunded under the Governing Documents in the event of realizations, dispositions or partial write-
downs that occur partway through the relevant calculation period.

The Governing Documents set forth the full list of terms under which Management Fees will be
reduced, offset or otherwise be limited, and consequently investors should expect to bear the full
specified Management Fee rate in the Governing Documents until they are reduced in the
circumstances and on the date(s) specified therein.

For Funds, Norwest or an affiliated company is generally also entitled to receive “carried interest”
equal to a specified percentage of realized profits. This carried interest is based on realized gains
and income received, and is payable as proceeds are distributed, subject, in some cases, to a claw-
back arrangement to account for possible or actual losses subsequently incurred. Certain investors
in the Funds, including employees, officers, directors and operating advisors of Norwest and their
related estate planning vehicles and certain strategic investors, may be subject to pay reduced or no
“carried interest” at Norwest’s discretion (however these investors will generally pay their pro rata
share of the investment vehicles organizational and operating expenses).

Norwest and its affiliated companies are permitted to receive, in addition to Management Fees,
performance fees and carried interest, certain additional fees (collectively, the “Supplemental Fees’)
in connection with providing services to portfolio companies or potential portfolio companies,
including for example fees for mergers, acquisitions, financings or other investment banking related
activities, monitoring fees or fees for acting as a director, trustee, partner or adviser of any such
portfolio company or potential portfolio company. Other than Supplemental Fees which will remain
with Norwest or its affiliates as further described in the relevant Governing Documents, the
allocable shares of the Supplemental Fees, net of reimbursement of expenses incurred by Norwest
and its affiliates, will generally be paid to the applicable Clients, or offset against Management Fees,
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Item 7. Types of Clients
Norwest provides its investment advisory services to Funds and to separately managed accounts.
Interests in the Funds and separately managed accounts are available only to a limited number of
institutional investors and high-net-worth individual investors who are “accredited investors” under
the 1933 Act, and “qualified clients” under the Advisers Act. In most cases, investors must also be
“qualified purchasers” under the 1940 Act. The Funds are not made available to the general public
and will not be registered investment companies.

Each Fund advised by Norwest has a minimum investment requirement as disclosed in the
Governing Documents for such Fund. Norwest, in its discretion and on a case-by-case basis, may
accept initial investments into its investment vehicles below the stated minimums. Separate
accounts managed by Norwest will not have stated minimums but it is expected that all such
accounts will equal or exceed the minimum requirements of comparable Funds.