Pine Valley Capital Partners LLC

Item 5. Fees and Compensation

Funds

Management Fee
The fees applicable to each Fund are set forth in the corresponding Offering Documents. A summary of
such fees is provided below.

The Adviser is generally paid by the Funds a quarterly asset based management fee within a range of 1%
to 1.5% of such Investor’s capital commitment as further described in the Offering Documents.

After a Limited Partner’s Investment Period, the Investment Manager is generally paid with respect to
such Investor an amount annually up to 1.5% of the “Allocable Portfolio Debt Amount” as further defined
and described in the Offering Documents.

At the discretion of the General Partner, the Management Fee for the Funds may be waived in whole or
in part at any time and from time to time by side letter or charged under the separate investment
management agreement.

For certain SMAs and Other Institutional Investors, there may be no management fee.

Carried Interest
The Investment Manager is generally entitled to receive carried interest (“Carried Interest”) for the Funds,
within a range of 10% to 35% of Capital Return Distributions.

The General Partner, in its sole discretion, may waive or modify the Carried Interest for any Investor or
for SPV V (including, e.g., our employees).

For certain SMAs and Other Institutional Investors, there may be no carried interest.

Co-Investment
The Investment Manager may elect to raise co-invest capital to supplement the Fund’s investments in
order to successfully execute on larger transactions and to maintain appropriate fund-level diversification
and limits on investment concentration and size. Co-investment opportunities, if any, will be provided to
Limited Partners and/or other persons in the sole discretion of the Investment Manager. The Investment
Manager or its designated affiliate shall be entitled to charge a management fee and/or obtain a carried
interest in respect of any co-investment.

Other Types of Fees or Expenses
The Funds will be responsible for all amounts of out-of-pocket expenses incurred by or on behalf of the
Funds, the Investment Manager or any affiliate(s) thereof in connection with the organization of the Funds
and related vehicles (including the Investment Manager and its affiliates) and the marketing and offering
of interests in the Funds and related vehicles (including fees and disbursements of attorneys, accountants,
investor relations consultants and other professionals, expenses relating to conferences, fundraising
events and other related marketing opportunities, travel (which shall include the cost of private and/or
chartered air travel), meals and entertainment, printing costs, regulatory and compliance costs, and other
fees and expenses) (collectively, the “Organizational Expenses”). The Investment Manager may allocate
Organizational Expenses among the various Fund vehicles in an equitable manner as determined in good
faith by the Investment Manager.

The Funds will pay all fees, costs, expenses, liabilities and obligations relating to the Funds and/or its
activities, business or actual or potential investments (collectively, “Fund Expenses”), including, without
limitation, (a) the Organizational Expenses of the Funds and related vehicles; (b) the costs and expenses
incurred in connection with diligence and background checks; (c) the costs and expenses incurred in
connection with maintaining the organizational existence of the Funds; (d) the costs and expenses
incurred relating to sourcing, investigating, identifying, analyzing, pursuing, negotiating, consummating,
organizing, acquiring, holding, financing, refinancing, structuring, restructuring, monitoring, managing,
valuing, seeking sale and other disposition opportunities and selling or otherwise disposing of or winding
up any actual or potential Portfolio Investments for the Funds (regardless of whether such transactions
are actually consummated or such activities are successful, and including any breakup, reverse breakup
and termination fees); (e) costs, expenses and liabilities in connection with indebtedness, borrowings,

guarantees and similar arrangements entered into directly or indirectly by or on behalf of the Funds,
including interest and other fees and expenses incurred in connection therewith; (f) the fees and expenses
of the Funds’ brokers, administrators, custodians, depositaries, legal counsel, consultants, investment
bankers, investor relations consultants, appraisers, valuation advisors and consultants, accountants
(including audit and certification fees) and other outside advisors, including any third-party fees or
commissions owned in connection with the sourcing of investments; (g) the costs and expenses of
reporting to the Limited Partners, of any meetings of or with any of the foregoing and of any expense
reimbursements of or relating to any of the foregoing; (h) any taxes, fees or other governmental charges
levied against the Funds or any parallel Funds or on its income or assets or in connection with its business
or operations (except as otherwise provided in the Fund’s Agreement), and all expenses incurred in
connection with any tax audit, investigation or review of the Funds; (i) Management Fees; (j) placement
fees; (k) Other Fees; (l) the costs and expenses of any Fund-related tax, administrative, compliance,
regulatory or other similar matters, including the cost of any related reporting or filing obligations, any
investigations, examinations and governmental inquiries or proceedings (including any fines, penalties,
judgments and settlements in connection therewith), and the fees, costs and expenses associated with
preparing and distributing financial statements, tax returns, tax estimates, Schedule K-1s and any other
tax, administrative, compliance, regulatory or other Fund-related reporting or filing; (m) all other direct
and indirect costs and expenses of the Funds, any parallel Funds or the Investment Manager in connection
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Item 7. Types of Clients

Pine Valley Capital provides discretionary and non-discretionary investment advisory services to private
funds, separately managed accounts, and Other Institutional Investors. Investors may include
institutions, pension plans, endowments, high net-worth individuals, trusts, funds of funds, charitable
organizations, financially sophisticated individuals, and other sophisticated investors that meet certain
qualification requirements.