Pathlight Capital LP

Item 5 - Fees and Compensation

The Adviser will enter into different fee arrangements on a Client by Client basis. It is critical that all
Clients, and investors in all Clients, refer to the applicable Client’s governing documents for a complete
understanding of how the Adviser and its affiliates are compensated for advisory services. The
following information is a summary only and is qualified in its entirety by each applicable Client’s
governing documents:

        Management Fee. In consideration of management and advisory services provided by the
        Adviser, each Fund will pay to the Adviser a management fee (the “Management Fee”) that is
        calculated and accrued as of the first day of each calendar month and payable in arrears equal
        to a percentage, typically ranging from 1.00% to 1.75% per annum, of capital contributions
        and/or commitments to the Fund. In addition, some funds will pay an additional advisory fee
        to the General Partner of the respective fund at the end of each year.

        Performance-Based Distributions or Fees. In addition to the Management Fee, an affiliate of
        the Adviser or the Adviser will generally receive a performance-based or capital appreciation-
        based distribution or fee based upon a percentage of the distributions made to each Fund
        investor, subject to both the return of capital contributions to investors and a preferred return
        to investors of generally 8% and catch-up distributions to the affiliate as more fully described
        in the governing documents of the applicable Client (the “Performance Compensation”). (See
        Item 6 for more details on the performance fee.)

        Transaction, Break-up, and Other Fees. One or more of the General Partner, the general partner
        of a parallel fund, feeder fund or alternative investment vehicle, the Adviser or any of their
        respective members, partners, shareholders, directors, principals and employees, and the
        immediate family members of such persons, or individual retirement accounts, trusts or entities
        established for their benefit (each a “Pathlight Person”) may receive loan origination fees,
        collateral agent fees, consulting fees, advisory fees, management fees, transaction fees, work
        fees, administration fees, syndication fees, monitoring fees, closing fees, break-up fees or any
        other similar fees or remuneration of any kind or nature, whether in case or in-kind, from third
        parties in connection with a Portfolio Investment or potential Portfolio Investment to be made
        by a Fund (“Offset Fees”). To the extent that any Pathlight Person earns Offset Fees
        attributable solely to a proposed investment by a Fund (and not the portion of any Offset Fees
        attributable to the proposed investment by other funds or accounts), the Management Fees will
        be offset by one hundred percent (100%) of any such Offset Fees on a net basis. The Adviser
        or an affiliate will apply any Offset Amounts in excess of the Management Fees in a quarter to
        the Management Fees of the following quarter. Except as otherwise agreed with a Fund
        investor, the Adviser will distribute to each Fund any Offset Amounts that remain at the
        liquidation of the applicable Fund, which such amount shall in turn be returned to such Fund’s
        investors.

The Adviser will neither deduct fees from a Client’s assets nor bill a Client directly. Management Fees
will be payable by a Client to the Adviser and the Performance Compensation will be distributed by
the Client to an affiliate of the Adviser or paid to the Adviser, in each case on the terms provided for in
the applicable Client’s governing documentation. Generally, the Adviser may draw-down capital
commitments from the investors in a Fund or Client, or may use amounts that would otherwise be
available for distribution to such investors, in order to meet the obligation to pay the Management Fee.
The Adviser may also, in its discretion, accrue unpaid Management Fees, without interest, and issue a
capital call (or offset distributions) in respect of such unpaid Management Fees on a later date as

determined by the Adviser. The Adviser has negotiated, and may in the future negotiate, fees and the
terms of performance compensation with investors in a Fund or a Client, and may, in its discretion,
waive fees or performance compensation for certain investors.

With respect to a Fund, and as more fully described in the Fund’s governing documents, a Fund bears
the costs and expenses relating to its organization and formation, continuation, and business. Such
expenses include:

        Organizational Expenses. Expenses incurred in connection with (i) the offering and sale of
        the interests in the Fund (the “Interests”), excluding expenses incurred by a placement agent
        and placement agent fees, (ii) the organization of the Fund; (iii) the negotiation, execution and
        delivery of the partnership agreement, the investment management agreement and any related
        or similar documents, including, without limitation, the costs of negotiating any and all side
        letters and the preparation and execution of any related “most favored nations” election
        process, any related legal and accounting fees and expenses, printing costs, travel expenses
        and filing fees, and (iv) the organization of the applicable General Partner, and the Adviser
        will be paid by the Fund.

        Fund Expenses. The Fund will be responsible for all expenses attributable to the operation of
        the Fund and its Portfolio Investments, including, but not limited to: (i) organizational
        expenses (including the organization of any alternative investment vehicle or other holding
        vehicle, and the documentation related thereto); (ii) the Management Fee; (iii) all expenses
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Item 7 - Types of Clients

As described in Item 4, the Adviser provides investment advisory services only to Funds, which are
investment partnerships, or similar entities, which are exempt from registration under the Investment
Company Act of 1940, as amended (the “1940 Act”). Also, as described in Item 4, investors in the
Funds may participate in the investments through parallel vehicles or alternative investment vehicles
in accordance with the governing documentation of the applicable Fund. Such vehicles may also be
Clients of the Adviser. Each investor in each Fund must be an “accredited investor” as defined in
Regulation D under the Securities Act of 1933, as amended, a “qualified purchaser” for 1940 Act
purposes and a “qualified client” for Advisers Act purposes.