Orangewood Partners Management LLC

Item 5 - Fees and Compensation

In general, Orangewood receives a management fee and a carried interest in connection with the
provision of advisory services to its clients. Orangewood or other Orangewood entities or affiliates
receive additional compensation in connection with management and other services performed for
portfolio companies of the Funds and such additional compensation will offset in whole or in part
the Management Fees (as defined below) otherwise payable to Orangewood solely to the extent
provided by the Governing Documents. Additionally, each investment vehicle also bears certain

expenses, which typically will include fees associated with making or selling portfolio
investments, organizational expenses, legal, tax and accounting fees, taxes, commissions and
brokerage fees, regulatory fees, directors’ and officers’ liability insurance, and other similar fees
and expenses. When investing with Orangewood, prospective investors should review all fees and
expenses as disclosed in the investment vehicle’s governing documents charged by Orangewood
and any of its affiliates, and all other expenses to fully understand what is paid by each investment
vehicle and indirectly, by the prospective investors. All fees and expenses charged to investment
vehicles are transparent and were negotiated with the investors.

Orangewood may call capital for management fees and other expenses and/or pay these fees and
expenses out of current income and disposition proceeds. See the Brokerage Practices section
below for additional information regarding transaction costs.

Management Fee

Orangewood typically receives a management fee (the “Management Fee”) paid by the Funds in
connection with advisory services it provides. Orangewood or other Orangewood entities or
affiliates receive additional compensation in connection with management and other services
performed for portfolio companies of the Funds and, as outlined below, certain additional
compensation that offsets in whole or in part the Management Fee otherwise payable to
Orangewood to the extent provided by the Governing Documents. The Management Fee will be
payable until proceeds from all portfolio investments are distributed or until Orangewood’s
relationship with the relevant Fund is terminated for other reasons (as described in the Governing
Documents). The Management Fee is typically due quarterly in advance and 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. As a general matter, Management
Fees will be payable during term extensions unless otherwise agreed with investors.

As is generally the case in private equity funds, the Governing Documents provide that a Fund’s
Management Fees will be calculated and charged on a basis that generally is not tied to the Fund’s
then-current net asset value. As further specified in the Governing Documents, from the effective
date of the relevant Fund until a date specified in the Governing Documents (the “Stepdown
Date”), Management Fees generally will be calculated based on a formula tied to the amount of
the relevant Fund’s aggregate capital commitments (“Commitments”). Further, 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 permanently written down. “Impaired Value Investments” means investments that
are permanently written down. Due to differences in the criteria set forth in their respective
Governing Documents, in the event where more than one Fund participates in an investment, there
is the possibility that an investment will become an Impaired Value Investment for purposes of
one Fund’s Governing Documents but not those of one or more other Funds.

Under the Governing Documents, where the fair market value of an investment 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 applicable investment contributions. Conversely, the Governing
Documents do not require Management Fees to be reduced or refunded following the occurrence

of a writedown, decrease (including a significant decrease) in fair value or other event not
constituting a complete realization, such as a partial sale or disposition, reorganization,
recapitalization (including recapitalizations involving dividends), roll-over investment in
connection with a sale or dividend distribution, except in the case of investments meeting the
relevant Impaired Value Investment standard under the Governing Documents.

As a result, and as is generally the case for private equity funds, the amount of Management Fees
generally will not correspond with fluctuations in the net asset value of individual investments or
of a Fund, including following the relevant investment period, and will not be reduced in
connection with any write downs (whether temporary or permanent), 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 sales or
dispositions, distributions or partial sales of investments.

In many circumstances, the fair value component of such post-Stepdown Date Management Fees
will include capitalized transaction-specific fees and expenses of unrealized investments, including
certain fees (such as supplemental fees) and expenses paid to Service Providers, members of the
Operations Group (as defined below), Orangewood or its affiliates. Further, Management Fees
generally will not be reimbursed or refunded under the Governing Documents in the event of
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Item 7 - Types of Clients

Orangewood provides investment advice solely to its Fund clients, and references throughout this
Brochure to “clients” and to Orangewood’s related duties to and practices on behalf of its clients

and/or investors should be construed accordingly. The Funds generally include investment
partnerships or other investment entities formed under U.S. or non-U.S. laws and operated as
exempt investment pools under the Investment Company Act of 1940, as amended, and the rules
and regulations promulgated thereunder (the “Investment Company Act”). Investors in
Orangewood’s pooled vehicles are generally “qualified purchasers” as defined in the Investment
Company Act, and may include, but are not limited to, high net worth individuals, family offices,
institutional investors, pension plans (corporate, state and foreign), endowments, insurance
companies and other pooled investment vehicles (e.g., funds-of-funds) and often include, directly
or indirectly, principals or other personnel of Orangewood and its affiliates and members of their
families, Operations Group members or other service providers retained by Orangewood or a Fund,
as well as executives of portfolio companies.

The minimum commitment for an investor is outlined in the Governing Documents for each Fund,
and Fund interests are offered and sold solely to accredited investors, qualified clients and qualified
purchasers; however, Orangewood maintains discretion to accept less than the minimum
investment threshold.