Osceola Capital Management LLC

Fees and Compensation

The fees and expenses associated with investments in a Fund are described in detail in each
Fund’s Offering Documents. OCM acts as investment adviser to the Funds. Either an
affiliate of OCM or OCM will act as a general partner to each Fund (each a “General
Partner”).
OCM may, in its sole discretion, manage other funds or accounts with higher or lower fees,
different fee structures and different expense payment arrangements than a Fund. Further,
OCM, in its sole discretion, may agree with a Fund investor to waive or modify the
application provisions of a Fund’s Offering Documents, including the fees charged, with
respect to such investor, without obtaining the consent of any other investor.
Set forth below is a summary schedule of a Fund’s fees and expenses.

       Management Fee. With respect to each Fund, OCM is entitled to fee equal to a
       percentage of aggregate Commitments held by investors not designated as
       “affiliated partners” by a general partner, paid quarterly in advance (the
       “Management Fee”).
       Expenses of the Fund and Other Expenses. Subject to the terms of the applicable
       Offering Documents, a Fund will be responsible for, or will reimburse OCM for,
       all organizational and offering costs of the Fund. Furthermore, a Fund shall bear
       all costs and expenses related to: (i) organizing, starting up and closing the Fund
       and offering the Fund interests to potential investors, including legal, accounting,
       filing, capital raising, offering, and other expenses; (ii) the activities of the Fund
       (to the extent not reimbursed by a portfolio investment), including the
       Management Fee, legal, auditing, consulting and accounting expenses (including
       expenses associated with the preparation of the Fund’s financial statements, tax
       returns and K-1s), insurance and expenses associated with the identification,
       evaluation, acquisition, holding, valuation and disposition of Fund investment, all
       expenses in connection with transactions not consummated, and extraordinary
       expenses (such as litigation, if any).
       OCM will render its services to the Funds at its own expense and will be
       responsible for its overhead expenses including: office rent; utilities; furniture and
       fixtures; stationery; secretarial/internal administrative services; salaries and
       bonuses; entertainment expenses; employee insurance and payroll taxes.
       Carried Interest Payment. With respect to each Fund , net proceeds from the
       disposition of the Fund’s investments are first distributed to each participating
       investor (including the general partner) until said investor receives a return of paid-
       in capital. Thereafter, the remaining proceeds will be distributed to participating
       investors and to OCM or its affiliate as its carried interest (“Carried Interest”).
With respect to payment of the Management Fees as well as expenses of the Fund and
other expenses, OCM, or the general partner of the applicable Fund, may draw-down
capital commitments from the investors in the Fund, or may use amounts that would
otherwise be available for distribution to such investors, in order to meet the Fund’s

obligation to pay the Management Fee or applicable expenses. OCM will charge
Management Fees quarterly in advance. Management Fee installments for any period
other than a full quarterly period shall be adjusted on a pro rata basis according to the
actual number of days elapsed.
Other than as described above, as a matter of practice, we are typically paid certain fees
with respect to co-investors in an investment. The receipt of such fees will not reduce the
management fee payable by any Fund(s) that have also invested in such investment, and
as a result a Fund will, in most cases, only benefit with respect to its allocable portion of
any such fee and not the portion of any fee that relates to such co-investors. However, in
connection with each Fund investment, OCM or one of its affiliates may enter into a service
agreement with the portfolio company for certain consulting, operational and business
advisory services, and in connection therewith may earn certain advisory, monitoring,
break-up, commitment, directors’ or similar fees.
It is very important that investors refer to their respective Fund’s governing
documents for a complete understanding of how the Firm is compensated for its
advisory services. The information contained herein is a summary only and is
qualified in its entirety by the relevant Fund governing documents.

Types of Clients

OCM intends to provide investment advisory services to a Fund based on the investment
objectives and strategies described in that Fund’s Offering Documents. OCM, in its sole
discretion, may manage other funds or accounts with different objectives, higher or lower
fees and different fee structures.

Investors in a Fund will be required to complete and submit a subscription agreement
binding them to the terms of the Fund’s governing documents. OCM only admits
“accredited investors”, as defined in Rule 501(a) of Regulation D under the Securities Act
of 1933 and “qualified clients” as defined in Rule 205-3 under the Advisers Act. The
minimum investment varies depending on the Fund and may be as much as $1,000,000,
although a General Partner may accept investments in a lesser amount at its sole discretion.