Sweetwater Investment Management LLC

Item 5: Fees and Compensation

Item 5.A.

All investors and prospective investors should carefully review the offering documents of each
Fund together with this Brochure for complete information on the fees and compensation payable
with respect to a particular Fund. Different Funds are subject to different advisory fees as
compensation for the advisory services rendered with respect to the particular Fund.

Sweetwater is generally compensated for its advisory services through asset-based management
fees (“Management Fees”).

Management Fees are paid quarterly in advance, equal to 0-1.5% per annum of the aggregate
capital commitments of the investors subject to the Management Fee; provided that commencing
with the quarter commencing on or after the seventh anniversary of the initial closing and
continuing through the final liquidation of the Fund, the Management Fee for any fiscal year will
be 90% of the prior fiscal year’s Management Fee.

Unless otherwise provided for in the offering documents of the Fund, the Management Fee will
begin to accrue in respect of each investor as of the initial closing, regardless of when an investor
is admitted to the Fund. In addition, the Management Fee may be paid out of current income,
proceeds from the disposition of investments in portfolio companies, and any other sources of cash
available to a Fund.

The Affiliated General Partners may, in their discretion, reduce or waive the Management Fee in
respect of one or more investors.

It should be noted that any new Advisory Client launched by Sweetwater may have materially
different terms than those summarized above.

Item 5.B.

Management Fees are typically funded with capital contributions drawn for such purpose but may
also be funded with or withheld from proceeds from portfolio investments. Carried interest
distributions generally will be distributed to the applicable Sweetwater entity from time to time
upon the disposition of portfolio investments by an Advisory Client and are distributed to such
Sweetwater entity in accordance with the terms of the applicable governing documents.

Item 5.C.

Affiliated General Partners and Fund Expenses

The Affiliated General Partners and Sweetwater will pay their own normal operating expenses
incurred in connection with the management of, and provision of services to, the Funds, including
employee salaries, wages, rent, communications and all other standard overhead expenses incurred
in managing the Funds, except as set forth below as fund expenses.

Funds will generally pay all other costs and expenses, including, without limitation: (i)
organization expenses of the Fund (up to a Fund-specific cap); (ii) all costs and expenses related
to the sourcing, investigation, identification, analysis, pursuit, negotiation, purchase, holding,
monitoring, sale or exchange of any potential or actual portfolio investment (including legal,
research, travel, accounting, audit, custodial, consulting and other professional fees and real or
personal property taxes), regardless of whether such investments are subsequently consummated;
(iii) meetings of the Partners of the Fund, and any similar meetings, if applicable; (iv) expenses
associated with LP Advisory Committee (as defined herein) matters; (v) extraordinary expenses
associated with the Fund’s operations, including legal costs, payments pursuant to the Fund’s
indemnification obligations, and liability and other insurance premiums, in each case subject to
the limitations set forth in the relevant partnership agreement (“Partnership Agreement”); (vi)
banking, brokerage, broken-deal, registration, qualification, finders, depositary and similar fees or
commissions; (vii) transfer, capital and other taxes, duties and costs incurred in acquiring, holding,
selling or otherwise disposing of Fund assets; (viii) costs associated with the preparation of the
Fund’s financial statements, tax and other reports, including accounting costs; (ix) all costs and
expenses related to the liquidation of the Fund’s assets upon termination of the Fund; and, (x) all
costs and expenses related to the sourcing, investigation, identification, analysis, pursuit, or
negotiation of any potential or actual investor for the Fund (not to include any third party
fundraising placement or success fees).

The Affiliated General Partners may draw down capital for the payment of Fund expenses, or they
may be paid out of current income, proceeds from the disposition of investments in Portfolio
Entities (as defined below), and any other sources of cash available to the Fund.

Brokerage Fees

The investment strategies employed with respect to the Advisory Clients generally do not involve
the purchase or sale of publicly offered securities, and as such, do not typically entail expenses
related to brokerage commissions. To the extent applicable, each Advisory Client generally is
responsible for and pays any of its brokerage fees and expenses. See Item 12 below.

Item 5.D.

Advisory Clients will pay a Management Fee in advance as set forth in Item 5.A. above.

Item 5.E.

Not applicable. Sweetwater or its supervised persons are not compensated for the sale of securities
or other investment products and mutual funds.

It is important that investors refer to the relevant governing documents for a complete
understanding of expenses and fees they may pay through an investment in the Advisory Clients.
The information contained herein in this Item 5 is a summary only and is qualified in its entirety
by such documents.

Item 7: Types of Clients

Sweetwater provides discretionary investment advice solely to Advisory Clients, as described in
Item 4.B. above.

Fund investors are generally “accredited investors” within the meaning of Rule 501(a) under the
Securities Act of 1933, as amended (the “Securities Act”), and are generally either “qualified
purchasers” within the meaning of Section 2(a)(51) under the Investment Company Act of 1940,
as amended (the “Investment Company Act”), or “qualified clients” within the meaning of Rule
205-3 under the Advisers Act.