Tallvine Partners Management LP

Item 5         Fees and Compensation

Each Fund’s Governing Documents describe the fees, compensation and expenses that are borne
by such Fund. Investors in the Funds should refer to the Governing Documents for a detailed
description of each Fund’s fees, compensation and expenses. As discussed further below, co-
investment vehicles are generally expected to bear reduced or no management fee or incentive
allocation, but will be subject to other fees and expenses.

Management Fees

Each Fund will generally pay Tallvine a management fee in exchange for investment management
services. The management fee is typically a percentage of the Fund’s commitments or invested
capital as set forth in a Fund’s Governing Documents. A Fund’s management fee is typically 1.75%
per annum, subject to variation and can vary throughout a Fund’s lifespan, as agreed upon at
inception and detailed in the Governing Documents. Management fees are paid quarterly in
advance as outlined in each Fund’s Governing Documents. The Governing Documents also specify
conditions for fee reductions or limitations, and Investors should expect to pay the stated rate until
any such adjustments take effect on the designated dates.

Incentive Allocation

The General Partner of each Fund is generally entitled to earn a performance-based fee (i.e.,
“carried interest”) in accordance with and as set forth in a Fund’s Governing Documents. Any
carried interest is allocated and distributed after all Limited Partners receive distributions equal to
their initial investments, plus a set preferred return, typically 8% per annum. The carried interest
distributed to a General Partner is typically subject to a potential clawback at the end of the life of
a Fund if the Fund’s General Partner has received excess cumulative distributions. A General
Partner’s performance-based compensation is typically 20% of any realized profits, subject to
variation.

Other Expenses

Each Fund will bear all of its own expenses (ordinary and extraordinary), as more fully described
in the relevant Governing Documents.

Organizational Expenses

Each Fund will bear offering and organizational expenses incurred by the Fund (collectively
“Organizational Expenses”), subject to certain limits set forth in a Fund’s Governing Documents.
A Fund’s share of any Organizational Expenses in excess of such limit will generally be paid by a
Fund but borne by Tallvine through an offset to the management fee.

Fund Expenses

As further provided in a Fund’s Governing Documents, a Fund will pay all costs and expenses in
connection with the Fund’s affairs (or will reimburse a Fund’s General Partner, Tallvine and their

respective affiliates for having incurred any such expenses), including, without limitation: all
Organizational Expenses; the management fee; all placement fees (subject to offset); all costs and
out-of-pocket fees and expenses attributable to sourcing, investigating, identifying, analyzing,
evaluating, researching, diligencing, pursuing, bidding on, negotiating, consummating,
committing to, seeking regulatory approvals of, structuring, developing, acquiring, capitalizing,
purchasing, investing, holding, monitoring, managing, restructuring, recapitalizing, seeking
disposition (and sale) opportunities for and selling (or otherwise disposing of) a Fund’s portfolio
investments (and prospective portfolio investments) and bridge financings (and prospective bridge
financings), whether or not consummated, including, without limitation, organizing and operating
investment, holding, bidding, acquisition, aggregation or other intermediate entities formed to
facilitate investments by the, commitment fees or other lenders’ fees that become payable in
connection with a prospective portfolio investment, and expenses related to environmental and
engineering evaluation, closing and execution costs, sales commissions, finder’s fees,
underwriting commissions and discounts fees, expenses related to negotiating and complying with
non-disclosure and confidentiality agreements and obligations, travel costs and ancillary expenses
(including, without limitation, airfare (including private, chartered or first class travel and other
related air travel administrative fees and expenses; provided that any such chartered air travel shall
only be charged as a Fund Expense if such chartered air travel is used when commercial air travel
is not practically feasible under the circumstances (as determined by Tallvine) (otherwise the first-
class air travel equivalent cost shall be charged)), ground transportation (including trains and car
or ride sharing services and other modes of transportation), lodging and accommodations, meals
and travel agency fees and reasonable business-related entertainment expenses), third-party
consulting and deal investigation, sourcing and identification fees and expenses (including,
without limitation the cost of any customer relationship management software or services used for
such purposes), broker, finder, investment banking, legal and accounting fees and expenses, costs
and expenses of any representation and warranty insurance and/or other similar insurance, and
printing expenses; all broken deal expenses; all legal, accounting, auditing (including with respect
to any additional auditing required under the Alternative Investment Fund Managers Directive
(“AIFMD”)), administrative, regulatory, compliance, custodian, appraisal, consulting,
engineering, brokerage, private placement, syndication, banking, depositary, agency, paying agent,
valuation, trustee, service provider and other similar fees, commissions and expenses (including,
without limitation, courier fees and expenses related to conference calls, video conferences and
other electronic means of meeting), all costs, fees and expenses of meetings of one or more Limited
Partners (including travel, meals, accommodations, entertainment and other similar expenses
...

Item 7         Types of Clients

Tallvine provides investment advice to pooled investment vehicles and reserves the right, in the
future, to provide investment advice to certain separately managed client accounts. References
throughout this Brochure to “clients” and to Tallvine’s related duties to and practices on behalf of
its clients should be construed accordingly.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act of 1933, as amended (the “Securities Act”) and the Investment Company Act of
1940, as amended (the “Investment Company Act”), and each Fund typically requires that each
third-party investor be an “accredited investor” as defined in Regulation D under the Securities
Act, a “qualified purchaser” as defined in Investment Company Act, and a “qualified client” within
the meaning of Rule 205-3 under the Advisers Act.

The minimum initial capital commitment generally required for an Investor in a Fund is
$10 million (subject to a General Partner’s discretion to accept a lesser amount).