Tomales Bay Capital LP

ITEM 5:        FEES AND COMPENSATION

Item 5.A.

Tomales Bay Capital is generally compensated for its advisory services to each Fund by a
management fee, in an amount up to two percent (2%) of the Fund’s aggregate capital
commitments or net invested capital, as set forth in each Fund’s Governing Documents. As
described in each applicable Fund’s Governing Documents, after an initial period, certain Funds
are no longer subject to a management fee and certain other Funds’ management fees are reduced
on a graduated schedule, provided the management fee is not less than one percent (1%) of such
Fund’s aggregate capital commitments. Typically, management fees are calculated as of January
1 of each year and payable on or before January 31 of such year, or payable quarterly as set forth
in each Fund’s Governing Documents.

Subject to the terms and limitations set forth in the applicable Governing Document, the respective
General Partner generally is entitled to receive carried interest distributions of up to 20% of net
profits derived from the disposition of investments (following a return of capital contributions
attributable to disposed investments and, with respect to certain Funds, a preferred rate of return
of 8% per annum to Investors).

Tomales Bay Capital is authorized under the Governing Document(s) to charge and deduct
advisory fees directly from the Funds and in its sole discretion, may waive or modify the
management fees as set forth in the applicable Governing Documents.

All Investors and prospective Investors should carefully review the Governing 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. It should be
noted that any new Fund launched by Tomales Bay Capital may have materially different terms
than those summarized above, and any terms of an existing fund may be amended from time to
time.

Item 5.B.

Management fees are typically funded with capital contributions drawn for such purpose. Carried
interest allocations generally will be distributed to the applicable Tomales Bay Capital entity from

time to time upon the disposition of portfolio investments by a Fund and are distributed to such
Tomales Bay Capital entity in accordance with the terms of the applicable Governing Documents.

Item 5.C.

The Firm or the respective General Partner is responsible for paying their respective overhead
expenses, including salaries and benefits, rent, communications, and investment and business
consultant fees.

Each Fund is responsible for all costs and expenses incurred by or on behalf of the Fund or for its
benefit. Fund expenses generally include, but are not limited to, the following costs and expenses
associated with the formation, operation, dissolution, winding-up, or termination of a Fund,
reasonably incurred by the Funds: (i) all out-of-pocket expenses associated with the organization
of the Funds’ managing members or the Funds or the syndication of interests therein; (ii) legal,
accounting, audit, custodial and other professional fees as well as consulting fees relating to
services rendered to the Funds; (iii) banking, brokerage, broken-deal, registration, qualification,
finders, depositary and similar fees or commissions; (iv) transfer, capital and other taxes, duties
and costs incurred in acquiring, holding, selling or otherwise disposing of Fund assets; (v)
insurance premiums, indemnifications, costs of litigation and other extraordinary expenses; (vi)
costs of financial statements and other reports to Investors as well as costs of all governmental
returns, reports and other filings; (vii) costs of meetings of the Investors (including the reasonable
travel and other out-of-pocket costs incurred by the Fund’s managing members in attending such
meetings); (viii) interest expenses; (ix) amounts paid to or for the benefit of portfolio companies
other than as capital contributions thereto or in exchange for securities issued thereby; (x) all costs
associated with the liquidating trust; (xi) advertising and public notice costs; (xii) expenses
incurred in investigating, evaluating or monitoring portfolio companies and communicating with
potential sellers of portfolio company shares including but not limited to reasonable travel
expenses, and (xiii) any other expenses not listed in the preceding clauses (i) through (xi) that are
not normal operating expenses of the Fund’s managing members; provided that Fund expenses are
subject to an annual cap.

The General Partner of a Fund from time to time offers certain persons, including existing
Investors, strategic partners or other third parties, the opportunity to co-invest in particular
investments alongside of the Fund, subject to certain restrictions. In each case where co-investors
participate in an investment, such co-investors will bear their pro rata share of any expenses
associated with such investment but generally do not bear broken-deal expenses (unless otherwise
stated in the Fund’s Governing Documents).

Expenses, otherwise qualifying as Fund expenses, which are paid or incurred for the benefit of a
Fund as well as one or more other Funds shall be allocated equitably among such entities by
Tomales Bay Capital or General Partner, as applicable, in their reasonable discretion.

Members or affiliates of the General Partner may receive directors’ fees or similar compensation
from portfolio companies of certain Funds. Directors’ fees or similar compensation will be offset
against management fees, as provided in the Fund’s Governing Documents. Tomales Bay Capital
or the General Partner may receive equity interest in any new company created as a joint venture

with certain Fund portfolio companies, subject to approval by such Fund’s limited partner advisory
committee.
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ITEM 7:        TYPES OF CLIENTS

Tomales Bay Capital provides discretionary investment advice solely to pooled investment
vehicles, including the Funds, as described in Item 4.B. above.

Investors are generally “accredited investors” within the meaning of Rule 501(a) under 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 Investment Advisers Act
of 1940, as amended (the “Advisers Act”).