Trive Capital Management LLC

Item 5 - Fees and Compensation

A.    In consideration of Trive’s investment advisory and other services, it generally receives a
      management fee (“Management Fee”) from and with respect to each Fund in accordance
      with the terms and conditions set forth in the applicable governing documents; in certain
      instances, Trive may charge a Management Fee and/or carried interest for co-investment
      vehicles. Management Fee structures vary depending on the type of client (as further
      described below), but Management Fees are typically calculated as a percentage of
      aggregate commitments, invested capital or assets under management and are charged on
      either a monthly or quarterly basis in advance or in arrears.

      Management Fees for Funds with longer-term investment strategies such as private equity
      investments are generally charged at annual rates and payable quarterly in advance; these
      clients generally do not permit voluntary redemption, withdrawal or termination during the
      period covered by a quarterly prepayment. Such Management Fees are typically calculated
      as a percentage of aggregate capital commitments during a commitment period, subject to
      certain limitations and adjustments as set forth in the governing documents of the
      applicable client, and a percentage of invested capital following the commitment period
      for the remaining life of the client. Management Fees for other Funds, with different
      investment strategies, may be charged at different rates and billed monthly or quarterly
      after the close of the calendar month or quarter during which Trive performed the services
      to which the Management Fees relate. Such Management Fees are typically calculated with
      respect to each investor as a percentage of net assets under management (i.e., such
      investor’s capital account balance) and are generally prorated with respect to any partial
      periods. Where Management Fees are charged in advance based on invested capital or
      assets under management, Fund governing documents generally do not provide for the
      reimbursement or refund of Management Fees in the event of realizations, dispositions,
      write-downs or write-offs occurring mid–calculation period. If necessary, Trive will rebate
      any fees directly to its Fund clients as and when appropriate. Unless otherwise agreed with
      a Fund’s investors, Management Fees will continue to be payable during any term
      extensions of a Fund.

     As further described in Item 6, general partners or other entities affiliated with Trive may
     be entitled to receive a performance-based carried interest.

     Management Fees and carried interest distributions generally are not negotiable. However,
     Trive (or an affiliate) has discretion to reduce or waive Management Fees and/or carried
     interest distributions with respect to certain investors (including affiliates). Neither Trive
     nor any of its affiliates generally are entitled to receive any Management Fees or carried
     interest distributions with respect to affiliated investors or affiliated co-investment vehicles
     formed for related person investors (as defined below).

     Management Fees are typically funded with capital contributions drawn for such purpose
     but may also be funded with or withheld from proceeds from investments. Carried interest
     distributions generally will be distributed to Trive’s applicable affiliate from time to time
     upon the disposition of investments by a Fund and are distributed to such affiliate in
     accordance with the terms of the applicable partnership agreement. Trive may elect to
     irrevocably waive its right to a portion of the Management Fee payable in respect to certain
     Funds (subject to the terms in the governing documents) in exchange for a profits interest
     of that Fund. If a fee waiver election is made, Trive’s capital contributions to that Fund
     will be reduced by the election amount and the limited partners will make a corresponding
     increased contribution to the Fund’s investments.

B.   For certain Funds, Trive, its affiliates and their respective employees receive or collect
     from or with respect to a portfolio company or potential portfolio company (a) annual or
     meeting fees or retainers paid in consideration for service in the capacity of a director,
     manager, trustee or similar members of the governing body of a portfolio company
     (excluding any reimbursement for expenses incurred by such person serving in such
     capacity, “Directors’ Fees”); (b) any advisory fees, breakup fees, topping fees, closing
     fees, transaction fees, financing fees and similar fees paid in connection with actual or
     potential Fund investments (“Transaction Fees”); and (c) any management fees,
     monitoring fees and similar fees paid by a portfolio company (“Portfolio Company
     Management Fees” and together with the Transaction Fees and Directors’ Fees,
     collectively, “Offset Fees”). Subject to the terms and conditions set forth in the applicable
     governing documents of a Fund, the Management Fees payable by such Fund generally
     will be reduced by up to eighty percent (80%) (and for certain Funds, up to one hundred
     percent (100%)) of such Offset Fees (net of unreimbursed expenses or costs incurred in
     connection with the transactions out of which such fees arose) received by Trive, its
     affiliates and/or their respective employees and that are allocated to fee-paying investors.
     Offset Fees shall not include expenses paid or reimbursed by a portfolio company to Trive
     or its affiliates; cash or non-cash consideration or compensation provided by a Fund or a
     portfolio company to an Operating Partner (as defined below); fees or expenses paid or
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Item 7 - Types of Clients

Currently, Trive provides investment advisory services solely with respect to affiliated private
investment vehicles and co-investment vehicles, all of which are pooled investment vehicles that
are exempt from the requirement to register as an investment company under Section 3(c)(1) or
3(c)(7) of the U.S. Investment Company Act of 1940, as amended (the “Investment Company
Act”).

The minimum initial capital commitment generally required for an investor in a Fund is set forth
in each Fund’s offering documents (subject to Trive’s discretion to accept a lesser amount).

Each investor in a Fund generally is required to certify that it is, among other things, an
“Accredited Investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities

Act of 1933, as amended, and, with respect to any Fund relying on the exemption under Section
3(c)(7) of the Investment Company Act, a “Qualified Purchaser,” as such term is defined in Section
2(a)(51) of the Investment Company Act.