Tonka Capital Partners LLC

Item 5. Fees and Compensation
In general, Tonka receives, or expects to receive, an annual management fee from each Client as
compensation for the investment advisory services rendered to the applicable client. Tonka receives
a fixed annual management fee from the separately managed account that is a single investor limited
partnership as compensation for investment advisory services. In the case of the pooled investment
vehicle, Tonka’s management fee through the end of the Commitment Period (as defined in the
relevant Governing Documents) is an annual amount based on a formula tied to total Capital
Commitments (as defined in the relevant Governing Documents). After the end of the
Commitment Period for the pooled investment vehicle, the management fee is based on a formula
tied to the total Capital Commitments and the aggregate cost basis of all investments then held by
the pooled investment vehicle.

Tonka or its affiliates, including general partners or special members of the Client that is a pooled
investment vehicle, also receive, or are also expected to receive, performance-based compensation
or a carried interest allocation pursuant to the applicable Governing Documents for such Client.
The precise amount, the manner of calculation, and the manner and timing of payment of any such
management fee or carried interest allocation, or performance-based compensation for each Client
are established by Tonka and may be negotiable. Clients are invoiced quarterly for management
fees, which are payable quarterly in advance.

In any partial calendar quarter, the management fee will be paid in advance and prorated based on
the number of days that the account or vehicle is open during the quarter. Similarly, increases in
capital commitments to an account or vehicle will be assessed a management fee based on the
amount of the capital commitment increase and will be prorated based on the number of days
remaining in the quarter at the time of the increase. If the investment management agreement for
a separately managed account Client terminates on a day that is not the last day of March, June,
September, or December, the management fee for such partial calendar quarter will be prorated
based upon the number of days during such period that the investment management agreement
was still in effect. Similarly, if the effective date of a pooled investment vehicle Client’s
dissolution is not the last day of March, June, September, or December, the management fee for
such partial calendar quarter will be prorated based upon the number of days during such period
that the pooled investment vehicle partnership was still in effect. Tonka will return to the Clients
any excess management fees it previously received for such partial quarterly period.

Employees and certain business associates and "friends and family" of Tonka or its personnel
typically may be exempt from, or may not pay, a portion of the management fees, performance-
based fees, or carried interest allocation with respect to their direct or indirect investments, if any,
in the pooled investment vehicle.

Any such exemption from fees and/or carried interest may be made by a direct exemption, a rebate
by Tonka and/or its affiliates, or through other Clients which co-invest with a Client. For example,
in instances where a Tonka professional (or an affiliated entity thereof) invests in a Client, such
professional (or such affiliated entity) generally will be exempt from payment of the management
fee and carried interest with respect to such Client. Additionally, to the extent permitted by the

relevant Governing Documents, Tonka has the right to permit investors, affiliated with Tonka or
otherwise, to invest through vehicles that do not bear management fees, carried interest allocation,
or performance-based compensation.

Tonka anticipates investing on behalf of Clients on a long-term basis. Accordingly, investment
advisory and other fees are expected to be paid, except as otherwise described in the Governing
Documents, over the term of Tonka advising the relevant Client. As such, investors in the pooled
investment vehicle are generally not permitted to withdraw or redeem their interests.

In addition to the management fee and carried interest payable or allocable to Tonka, the pooled
investment vehicle and the separately managed account that is a single investor limited partnership
will bear certain expenses. The pooled investment vehicle and the separately managed account that
is a single investor limited partnership will pay for all expenses attributable to their activities and
investments as described in the Governing Documents, including, but not limited to, brokers'
commissions (please refer to the discussion of brokerage practices in Item 12), costs associated
with each investment’s acquisition, holding, restructuring, recapitalization and disposition thereof,
travel and due diligence and organizational custody of investments, taxes, legal, auditing, tax
preparation, appraisal, valuation and other directly associated expenses. Expenses associated with
the pooled investment vehicle are allocated pro rata among investors in the pooled investment
vehicle in accordance with their capital commitments as of the calendar quarter end of the quarter
in which expensed. Tonka may facilitate payment for certain of these expenses and those described
in the applicable Governing Documents, and the pooled investment vehicle and the separately
managed account that is a single investor limited partnership will reimburse Tonka accordingly.

In addition to the investment advisory compensation (if and as applicable) for which each
separately managed account is billed and is payable to Tonka, each separately managed account
bears certain expenses related to the account's investment-related and other activities as set forth in
detail in each separately managed account's Governing Documents. Brokerage commissions or
...

Item 7. Types of Clients

Tonka provides investment advice to a pooled investment vehicle, an institutional client, and a
charitable organization.

Investors in the pooled investment vehicle and the separately managed account that is a single
investor limited partnership must meet certain suitability requirements and minimum amounts for
investment as set forth in the Governing Documents. Minimum investment amounts may be
waived at the sole discretion of Tonka. In addition, Tonka may enter into letter agreements or other
similar arrangements with one or more Clients or investors that have the effect of establishing rights
under or altering or supplementing the terms of the relevant Governing Documents. As a general
matter, Clients and investors will have no recourse against Tonka or any of its affiliates in the event
that certain Clients or investors receive additional or different rights or terms as a result of such letter
agreements or similar arrangements.

Interests in the pooled investment vehicle and the separately managed account that is a single
investor limited partnership are only offered to persons who meet the eligibility requirements for
investment in privately offered funds, which (1) rely on an exclusion from the definition of
"investment company" under the Investment Company Act of 1940, as amended, provided by
either Section 3(c)(1) or Section 3(c)(7) thereunder; and (2) rely on an exemption from registration
under the Securities Act of 1933, as amended, provided by Section 4(a)(2) and Rule 506 of
Regulation D.