Pinegrove Adviser LLC

Item 5 – Fees and Compensation
The applicable Governing Documents set forth in detail the fee structure relevant to each Fund, but
in general, Pinegrove receives compensation from each of its clients based on the percentage of
assets under management (e.g., Management Fee(s) (as defined below)) and/or performance-based
allocation/fees based on capital appreciation or realized gains (e.g., Carried Interest (as defined
below) or other similar economic interests). All Investors and prospective Investors in a Fund should
review the Governing Documents of each Fund in which they have invested or intend to invest in
conjunction with this Brochure for complete information on the fees and compensation payable with
respect to a particular Fund. All fees are subject to the sole discretion of Pinegrove, and Pinegrove
has offered for the Initial Fund (and expects to offer for future Funds) preferential fees to the
Sponsors, Strategic Partners (as defined below) and certain Investors with larger and/or earlier
capital commitments and has offered preferential fees to PVP for the Initial Fund. Please also refer
to Item 10 for further details on the potential conflicts that may arise from these arrangements.

Management Fees and Carried Interest

The Adviser receives a management fee (the “Management Fee”) from each Fund as set forth in
each Fund’s Governing Documents. The Management Fee is typically based on a percentage of
committed capital or actively invested capital. Management Fees are generally charged quarterly
(and pro-rated for any period that is less than a full three-month period). Management Fees are
paid directly from the applicable Fund’s assets. Investors in the Funds do not pay any
performance-based compensation in advance. With respect to Pinegrove’s Initial Fund, Pinegrove
has offered the Sponsors and certain Investors who make larger and/or earlier capital
commitments preferential Management Fees and has waived Management Fees for the Strategic
Partners (in respect of committed capital up to a maximum amount) and PVP.

Pursuant to the sub-advisory services arrangement entered into between the Adviser and the Relying
Adviser, the Relying Adviser provides certain sub-advisory services to the Adviser and is
compensated for its services with 100% of the Management Fees received by the Adviser from the
Funds.

A percentage of each Fund’s net investment profit is generally allocated to the General Partner or
its affiliates as “Carried Interest.” Pinegrove typically structures this performance-based
compensation with respect to each Fund as profit-sharing allocation through general partner
interests that the applicable General Partner holds in such Fund. Sometimes performance-based
compensation is subject to a preferred return requirement. In these cases, the General Partner or its
affiliates receive the performance allocation when cumulative distributions to a Limited Partner are
sufficient to provide such Limited Partner with a specified return (i.e., a hurdle).

Generally, any affiliate of Pinegrove or eligible employee, officer, advisor, consultant, advisory
board member, operating partner and similar person in respect of Pinegrove, a Fund or any of their
respective affiliates (collectively, “Affiliated Partners”) who invests their own capital in the
applicable Fund will not bear or pay any Carried Interest. Similarly, with respect to Pinegrove’s
Initial Fund, Pinegrove has offered the Sponsors, PVP and certain Investors who make larger and/or
earlier capital commitments preferential Carried Interest rates and has waived Carried Interest for
the Strategic Partners (in respect of committed capital up to a maximum amount). For the avoidance

of doubt, the Sponsors shall not be considered “Affiliated Partners.”

Typically, the capital contributions of the General Partner and Affiliated Partners, when combined,
will represent only a small portion of the Fund’s overall capital. As a result, Limited Partners will
typically invest greater amounts and may receive a proportionately smaller amount of the profits of
the Fund than the General Partner. The General Partner’s Carried Interest in the Fund may create
an incentive for the General Partner to make riskier investments than it would make if it were
investing exclusively its own funds. Similarly, the Pinegrove investment professionals making
investment decisions on behalf of the Funds will typically be entitled to Carried Interest that may
create an incentive for such investment professionals to make riskier investments on behalf of the
Fund than they would make if investing exclusively their own funds. As noted above, the Sponsors
have made substantial capital commitments to Pinegrove’s Initial Fund.

Pinegrove and its affiliates may receive director’s fees, transaction fees, consulting fees, advisory
fees, monitoring fees and other similar fees from portfolio companies (or their respective affiliates)
in connection with the consummation, holding or disposition of a Fund’s investments or the
termination of an unconsummated investment proposed to be made by a Fund. Such fees, net of any
unreimbursed expenses, generally reduce the Management Fee of the applicable Fund on a dollar-
for-dollar basis, as set forth in the applicable Governing Documents. Conflicts may arise in
connection with the payment of such fees.

Neither Pinegrove nor any of Pinegrove’s Supervised Persons accepts compensation for the sale of
securities or other investment products.

Other Fees and Expenses

All clients bear various costs, fees, and expenses in addition to the compensation payable to
Pinegrove. All Investors and prospective Investors should review the Governing Documents for
each applicable Fund, which discuss the particular expenses borne by that Fund. Some of the costs,
fees, and expenses the Funds typically incur may include, but are not limited to:

   •   Audit fees.
   •   Brokerage commissions and other transaction costs.
...

Item 7 – Types of Clients
The Adviser provides investment advisory services solely to the Funds (pooled investment vehicles,
including private investment funds and related co-investment vehicles), and the Relying Adviser
provides investment advisory services solely to the Adviser and the Funds. Neither the Adviser nor
the Relying Adviser provides investment advisory services to the individual Limited Partners or
Investors. Interests in each Fund are exempt from registration under the Securities Act, and each
Fund relies on an exclusion from registration as an investment company pursuant to Sections 3(c)(1)
or 3(c)(7) under the Investment Company Act. Accordingly, limited partnership interests in each
Fund (“Interests”) are only offered and sold exclusively to persons who are “accredited investors”,
“qualified purchasers”, or “knowledgeable employees” (as defined in the Investment Company
Act), or a “non-US person” (as defined under Rule 902 under the Securities Act), or to persons who
are otherwise permitted to invest under applicable securities laws.

To the extent that the Funds have minimum investment amounts, such amounts are set forth in the
relevant Governing Documents.

This Brochure is not an offer to invest in the Funds.