Tengram Capital Partners LP

Item 5 Fees and Compensation

A.     Description of Compensation

Tengram Capital Partners charges investment advisory fees (“Management Fees”) to its
private fund clients in consideration for its investment advisory services. Management
Fees are typically payable quarterly in advance, depending on the private fund client.
Management Fees are generally based on invested capital to the private fund client. The
amounts of and the terms applicable to Management Fees may vary by private fund client
and are set forth in the governing documents of each private fund client. Management
Fees paid by the private fund clients are indirectly borne by the investors in the private
fund clients. The Management Fees are subject to waiver or reduction by the Management
Entity of the applicable private fund client, in its sole discretion, with respect to some or
all of the investors in the private fund client (including in connection with investments in
the private fund client made by Tengram Capital Partners or its affiliates).

Management Fees may be reduced or “offset” by fees received by Tengram Capital Partners
or its affiliates as more fully described under Item 5(C) – Fees and Compensation—Other
Fees and Expenses.

In addition, as described in Item 6 - Performance-Based Fees and Side-by-Side
Management, Tengram Capital Partners or its affiliates has the potential to earn
performance-based compensation from private fund clients in the form of carried interest.

Further, pursuant to the governing documents of a private fund client, Tengram Capital
Partners, in its discretion, may elect to offer one or more of the limited partners of the
private fund client the opportunity to co-invest alongside the private fund client with respect
to a particular investment. Management Fees and/or carried interest may be received by
Tengram Capital Partners or its affiliates in connection with such co-investment
opportunities, as determined on a deal-by-deal basis.

B.     Deduction of Fees

After a private fund client makes its first investment, Management Fees may be paid to
Tengram Capital Partners either out of capital contributions made by the limited partners or
from investment proceeds.

C.     Other Fees and Expenses

Tengram Capital Partners typically provides management, consulting and advisory services
for the portfolio companies held in the private fund clients and receives fees and/or
expense reimbursements in connection with such services (“Asset Management Fees”).
Also, Tengram Capital Partners may receive fees and/or expense reimbursement from such
portfolio companies in connection with mergers, acquisitions, add-on acquisitions,

financings, re- financings, sales and similar transactions (“Other Fees”). In some cases,
these fees may be significant and may exceed Management Fees.

Asset Management Fees and Other Fees attributable to the private fund clients’
investments will generally be used, at least in part, to reduce or “offset” Management Fees
charged to private fund clients to the extent set forth in the governing documents of such
private fund client(s). The terms of the Management Fee offset vary from private fund
client to private fund client. Investors in each private fund client should refer to the
governing documents of such private fund client for the exact terms of the Management
Fee offset applicable to their fund.

In addition, an officer or employee of Tengram Capital Partners may, from time to time,
serve in an executive capacity or otherwise provide specific services to a portfolio
company of such private fund client, for a specified period, pursuant to terms and
conditions negotiated considering the nature of the services provided. In addition,
Tengram regularly retains Operating Partners and other consultants to assist its portfolio
companies in executing their growth plans, expand their businesses or otherwise address
opportunities or challenges faced by the business. Any such fees received by officers or
employees of Tengram Capital Partners, operating partners or other consultants in this
context will not be used to reduce or “offset” Management Fees charged to an applicable
private fund client.

Each private fund client is responsible for all expenses relating to its own operations,
including fees, costs and expenses directly related to the purchase and sale of securities;
expenses of custodians, counsel and accountants; any insurance, indemnity or litigation
expenses; all costs of the private fund client’s administration, including preparation of its
financial statements and reports to limited partners, costs of holding any meetings of
partners or relevant committees, and any taxes, fees or other governmental charges levied
against the private fund client. In addition, the private fund clients are responsible for all
fees and expenses due to any legal, financial, accounting, consulting, or other advisors or
any lenders, investment banks and other financing sources in connection with transactions
which are not consummated, without regard to any potential co-investors that may have
invested in the transaction. Out-of-pocket expenses associated with completed transactions
generally will be reimbursed by portfolio companies or capitalized as part of the acquisition
price of the transaction. However, the private fund clients are generally responsible for out-
of-pocket expenses incurred in connection with unsuccessful transactions (so-called
“broken deal expenses”). An investor in a private fund client should refer to the applicable
governing documents for the private fund client for a complete description of the expenses
payable by the private fund client.

Tengram Capital Partners is responsible for all of its day-to-day operating expenses, including
office overhead and compensation of employees.

D.     Payment of Fees in Advance

In the event that a private fund client’s investment advisory agreement with Tengram Capital
...

Item 7 Types of Clients

 Tengram Capital Partners provides investment advisory services to the private fund clients.
 The investors in the private fund clients include institutional investors (such as pension and
 profit- sharing plans, sovereign and governmental entities, trusts, charitable organizations,
 and other investment entities or business entities), family offices and high net worth
 individuals, and may include, directly or indirectly, principals or other employees of
 Tengram Capital Partners and its affiliates.

 Certain of the private fund clients require a minimum investment, which is set forth in each
 private fund client’s governing documents. The Management Entity of each private fund
 client, in its sole discretion, may accept investments that are less than the required minimum
 investment set forth in the applicable governing documents.