Pfingsten Partners LLC

FEES AND COMPENSATION

        Pfingsten Partners charges management fees to the Funds which are passed on to the Funds’ limited
partners and also receives performance-based compensation. Such compensation complies with Rule 205-
3 under the Advisers Act, and, where applicable, relevant provisions of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”).

         Pfingsten Partners or its affiliates may receive expense reimbursement and/or additional
compensation in connection with management and other services performed for portfolio companies of
Funds, and such additional compensation will be credited in part to the applicable Fund in the form of an
offset to the management fee. Please see Item 14: Client and Investor Referrals and Other Compensation
for a further description of such fees. Fund limited partners also bear certain Fund expenses which are
further described below.

         The Funds invest on a long-term basis. Accordingly, investment advisory and other fees are
expected to be paid, except as otherwise described in the Governing Documents, over the term of the
relevant Fund, as applicable, and limited partners generally are not permitted to withdraw or redeem
interests in a Fund.

        The fees that Pfingsten Partners charges for Fund investments are described below:

         Each Fund’s general partner charges its respective Funds a gross annual management fee equal to
2.0% of the aggregate commitments to such Fund. The gross annual management fee is reduced by 75% of
any allocable portfolio company Monitoring Fees (defined below) received during the previous three
months and is paid quarterly in advance by the Funds to their respective general partner. The management
fee charged to the Funds will be reduced to 2.0% of investment contributions (i.e., the cost basis of existing
portfolio companies) generally after a period of five years. If the advisory contract is terminated before the
end of any full three-month billing period, the Funds will be eligible for a refund for the pro rata portion of
the prior installment payment of the management fee based on the actual number of days in such period.

        The management fees and other fees and distributions described herein are generally subject to
modification, waiver or reduction by Pfingsten Partners in its sole discretion, both voluntarily and on a
negotiated basis with selected investors via side letter and other arrangements, which, to the extent
permitted by applicable law, are not generally disclosed to other investors in the same Fund. The fee
structures described herein may be modified from time to time. Fees may differ from one Fund to another,
as well as among investors in the same Fund.

        Certain investors in the Funds that are employees, former employees, business associates and other
“friends and family” of Pfingsten Partners or its personnel (“Pfingsten Investors”) will not typically pay
management fees in connection with their investment in a Fund. Notwithstanding that Pfingsten Investors
will generally not pay management fees, Pfingsten Investors will pay for their pro rata share of certain Fund
expenses or the pro rata portion of such Pfingsten Investors’ expenses will be allocated to Pfingsten Partners
or the general partner of the applicable Fund.

         The management fees paid by a Fund will generally be reduced by a percentage of: (i) the amount
of fees paid by such Fund to persons acting as a placement agent in connection with the offer and sale of
interests in such Fund to certain potential investors; (ii) the fees incurred by Pfingsten Partners in connection
with the organization of such Fund that exceed a limit specified in such Fund’s Governing Documents;
and/or (iii) certain Monitoring Fees (as defined and described below) received by Pfingsten Partners or its

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affiliates. The amount and manner of such reduction, if any, is set forth in the Governing Documents of
the applicable Fund. To the extent a Monitoring Fee relates to more than one Fund, Pfingsten Partners shall
allocate the resulting management fee reduction among the applicable Fund(s) in proportion to their interest
(or prospective interest) in the portfolio company. Generally, the portion of Monitoring Fees allocable to
capital invested by a Fund, co-investment vehicle or third-party investor that does not pay management fees
will be retained by Pfingsten Partners and such amounts will not offset any management fee.

         Pfingsten Partners and its affiliates receive portfolio company monitoring fees (“Monitoring Fees”)
pursuant to monitoring agreements with portfolio companies of the Funds governing the advice,
consultation and other similar ongoing services provided by Pfingsten Partners to such portfolio companies.
Such services include being available to consult with and render such services to the portfolio companies
and their subsidiaries as such board of directors or other governing body of the portfolio companies may
from time to time request, which services shall include providing management and advisory services,
operational consulting, reviewing requests for proposals for competitive bidding of services and products
for the portfolio companies, attending periodic management meetings, providing other services related to
business plans and strategy, employee benefits and compensation, insurance, cash management and
expenditures, accounting systems and controls, financing and bank relationships, customer and supplier
relationships, and review and analysis of capital expenditures. Further, depending on the particular needs
of the portfolio company, certain members of each portfolio company’s transaction team may participate
in the audit and compensation meetings of such portfolio company and are often involved with the
recruitment of new management team members.

         The payment of Monitoring Fees by portfolio companies will, in some, but not all, circumstances
...

TYPES OF CLIENTS
        Pfingsten Partners provides investment advice to the Funds. The Funds are investment partnerships
formed under domestic laws and operated as investment pools exempt from registration under the U.S.
Investment Company Act of 1940, as amended. The limited partners participating in Funds may include
pension and profit sharing plans, endowments, family offices, governmental entities, charitable
organizations, high net-worth individuals, insurance companies and other corporations or business entities
and may include, directly or indirectly, principals or other employees of Pfingsten Partners.

         Generally, the minimum Fund investment that Pfingsten Partners accepts is $1.0 million. In its
discretion, Pfingsten Partners may from time to time increase or decrease the minimum investment amount
and may allow deviations from such amounts for specific limited partners. Prior to investing in a Fund, a
limited partner is required to complete a subscription agreement and limited partner qualification statement
containing representations needed to establish the limited partner’s eligibility to invest in the Fund. For
more information regarding limited partner qualifications, please see the applicable Fund’s Governing
Documents.

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