Pinegrove Opportunity Partners LLC

Item 5 – Fees and Compensation
Pinegrove provides investment advisory services to each of the Funds pursuant to an investment
management agreement or other similar instrument. The applicable Governing Documents set forth
in detail the fee structure relevant to each Fund but in general, Pinegrove expects to receive
compensation from each of its clients based on both the percentage of assets under management
(e.g., Management Fee(s) (as defined below)) and 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 expects to offer
preferential fees to the Sponsors, Strategic Partners (as defined below) and certain Investors with
larger and/or earlier capital commitments. Please also refer to Item 10 for further details on the
potential conflicts that may arise from these arrangements.

Management Fees and Carried Interest

Pinegrove receives a management fee (the “Management Fee”) from each Fund as set forth in each
Fund’s Governing Documents. The Management Fee will typically be 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 expects to
offer the Sponsors and certain Investors who make larger and/or earlier capital commitments
preferential Management Fees and to waive any Management Fees for the Strategic Partners.

A percentage of each Fund’s net investment profit is expected to be 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 the 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 expects to offer the Sponsors and certain Investors who make larger and/or
earlier capital commitments preferential Carried Interest rates and to waive any Carried Interest for
the Strategic Partners. 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
are expected to make 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;
   •   Clearing and settlement charges;
   •   Custodial fees;
   •   Interest expense;
   •   Foreign exchange and hedging related fees and expenses;
   •   Loan servicing fees;
   •   Debt issuance costs;
   •   Credit facility fees;
   •   Consulting, legal, and other professional and consulting fees relating to particular
...

Item 7 – Types of Clients
Pinegrove provides investment advisory services solely to the Funds and not 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.